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Crescent NV

Pre-Annual General Meeting Information Oct 9, 2013

3935_rns_2013-10-09_39ab2594-b95c-4200-ae1f-9f2a250d24d9.pdf

Pre-Annual General Meeting Information

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PUBLIC LIMITED LIABILITY COMPANY NAAMLOZE VENNOOTSCHAP GASTON GEENSLAAN 14 GASTON GEENSLAAN 14 3001 HEVERLEE 3001 HEVERLEE

VAT BE 0429.375.448 RLE LEUVEN (THE "COMPANY")

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

In accordance with article 533ter §1 of the Belgian Code of Companies, on 2 October 2013 the Company received a request from a shareholder owning more than 3% of the outstanding shares of the Company to modify the agenda of the extraordinary general meeting of the Company which will take place at the registered offices of the Company at Gaston Geenslaan 14, 3001 Leuven (Heverlee) on Friday 25 October 2013 at 10.30 a.m., or, if the required attendance quorum is not reached at this meeting, on Wednesday 13 November 2013 at 10.30 a.m.

The board of directors is therefore honored to notify the shareholders in accordance with article 533ter §3 of the Belgian Code of Companies of the modified agenda of the abovementioned extraordinary general meeting, with additional agenda items containing proposals of decision (sub 3, 4 and 5) and rewording of a proposal of decision (sub 7, modifications in capital letters):

    1. Acknowledgement of the special report drawn up by the board of directors pursuant to Article 633 of the Belgian Code of Companies.
    1. Decision on the dissolution or continuation of the Company following the decrease of its net equity to less than a fourth of its share capital in conformity with Article 633 of the Belgian Code of Companies.

Proposal of decision: The general meeting of shareholders resolves not to dissolve the Company and to continue the Company's activities.

    1. Capital increase by conversion of the issue premium into share capital Proposal of decision: To increase the share capital with an amount of fifty eight million nine hundred forty three thousand eight hundred euro (€58,943,800.00) to bring it from twelve million two hundred thirty two thousand one hundred and thirty four euro and forty two eurocents (€12,232,134.42) to seventy one million one hundred seventy five thousand nine hundred thirty four euro and forty two eurocent (€71,175,934.42) by conversion into share capital of the aforementioned amount from the "Issue premium" and without issue of new shares.
    1. Decrease of the share capital via incorporation of the losses carried forward

Proposal of decision: To decrease the share capital with an amount of sixty seven million fifty one thousand and four euro and eighty two eurocent (€67,051,004.82) to tione it from seventy one million one hundred seventy five thousand nine hundred thirty four euro and forty two eurocent (€71,175,934.42) to four million one hundred twenty four thousand nine hundred twenty nine euro and sixty eurocent (€4,124,929.60) by incorporation of the losses carried forward as of 31 December 2012 for the amount aforementioned and without reduction of the number of shares. From a tax point of view, given the absence of taxed reserves incorporated into the share capital, this capital decrease will be completely offset from the effectively paid up share capital.

5. Modification of the articles of association

Proposal of decision: In Article 5: Share Capital of the articles of association

  • (i) To adjust the first sentence to the new amount of the share capital following the decisions taken with regards to the above mentioned agenda items
  • (ii) To add at the end of History of the share capital a new item 24 in which the decisions with regards to the above mentioned agenda items to increase and decrease the share capital are reflected.
    1. Acknowledgment of the special report drawn up by the board of directors pursuant to Article 604 of the Belgian Code of Companies in which the board indicates under which special circumstances it will make use of the authorized capital and for what purposes.
    1. Decision on the renewal of the authorized capital and accordingly the modification of the articles of association.

Proposal of decision: Authorization to the board of directors, for a period of five (5) years as from the date of publication of the present amendment to the articles of association in the Annexes to the Belgian Official State Gazette, in one or more occasions, to increase the share capital by a total amount of [THE AMOUNT OF THE SHARE CAPITAL RESULTING FROM THE DECISION ON AGENDA ITEM 5. AS SET FORTH ABOVE], both by means of contribution in cash or in kind, within the limits imposed by the Belgian Code of Companies as well as by conversion of reserves and issue premiums, with or without the issue of new shares, with or without voting right, or trough the issue of convertible bonds, subordinated or not, or through the issue of warrants or of bonds to which warrants or other movables are linked, or of other securities, such as shares in the framework of a Stock Option Plan.

Furthermore to grant the board of directors special authority, in the event of a public take over bid for securities issued by the Company during a period of three (3) years, running from the extraordinary general shareholders' meeting which will resolve on this authorization, to proceed with capital increases under the conditions foreseen by the Belgian Code of Companies.

To authorize the board of directors, in the interest of the company, within the limits and in accordance with the conditions imposed by the Belgian Code of Companies, to limit or suspend the preferential rights of the shareholders, when a capital increase occurs within the limits of the authorized capital. This limitation or suspension may likewise occur for the benefit of one or more specified persons.

Consequently, to reformulate the text of Article 5bis: Authorized Capital of the articles of association of the Company as follows:

"The Board of Directors is competent to increase the share capital in one or more occasions, with a total amount of [THE AMOUNT OF THE SHARE CAPITAL AS SET FORTH IN THE ABOVE DECISION ON AGENDA ITEM 5. OF THE EXTRAORDINARY GENERAL MEETING THAT WILL DECIDE UPON THE RENEWAL OF THE AUTHORIZATION].

The capital increases that are decided in accordance with this section, can occur following the modalities decided by the Board of Directors such as by means of contribution in cash or in kind, within the limits imposed by the Belgian Code of Companies as well as by conversion of reserves and issue premiums, with or without the issue of new shares, with or without voting right, or through the issue of convertible bonds, subordinated or not, or through the issue of warrants or of bonds to which warrants or other movables are linked, or of other securities, such as shares in the framework of a Stock Option Plan.

The board of directors can exercise this competence during a period of five years after the publication in the annexes of the Belgian Official State Gazette of the amendment of the articles of association approved by the extraordinary general meeting that resolved on granting this authorization.

This competence can be renewed in accordance with the statutory stipulations.

The board of directors receives special authority, in the event of a public take over bid for securities issued by the Company during a period of three (3) years, after the extraordinary general shareholders' meeting which resolved on this authorization, to proceed with capital increases under the conditions foreseen by the Belgian Code of Companies.

The board of directors can, in the interest of the Company, within the limits and in accordance with the conditions imposed by the Belgian Code of Companies, limit or suspend the preferential rights of the shareholders, when a capital increase occurs within the limits of the authorized capital. This limitation or suspension may likewise occur for the benefit of one or more specified persons.

In the event that an issue premium is paid on the occasion of a capital increase decided by the board of directors, or following the conversion of bonds, or the exercise of warrants or of rights over other securities, this shall legally be paid onto an inaccessible account, named "Issue Premium", which shall constitute the guarantee for third parties to the same extent as the share capital, and which, subject to the possibility for converting this reserve into share capital, may only be disposed of in accordance with the conditions for decrease of the share capital, as set forth by the Belgian Code of Companies.

The board of directors is authorized, with the possibility to substitute, following each capital increase, which has come about within the limits of the authorized capital to bring the articles of association into line with the new share capital and share situation, and to complete the history of the share capital."

As regards the formalities to be complied with in relation to admittance and participation to the extraordinary general meeting, the Board of Directors refers to the convocation as published in the Belgian Official State Gazette dated 24 September 2013, De Standaard dated 24 september 2013 as well as on the website of the Company.


The Board of Directors

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