Pre-Annual General Meeting Information • Apr 3, 2013
Pre-Annual General Meeting Information
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On 5 th March 2013, the Board of Directors determined that due to incurred losses the net equity of the Company as per 31 December 2012 had decreased to less than half of its share capital amount.
Therefore, the Board of Directors is honored to invite the shareholders to the special general meeting of shareholders, which will take place on 3 May 2013 at 10 h at the registered offices of the Company at Gaston Geenslaan 14, 3001 Leuven (Heverlee).
If the required attendance quorum is not reached at this meeting, i.e. half of the share capital of the Company is not represented, no item on the agenda shall be treated and the shareholders are hereby already invited to attend a second special general meeting of shareholders with the same agenda, which will take place on 31 May 2013 at 9 h at the abovementioned registered offices of the Company, and which will be able to decide upon all items on the agenda irrespective of the represented share capital.
The special general shareholders' meeting has the following agenda containing proposals for resolution:
Proposal of decision: The general meeting of shareholders resolves not to dissolve the Company and to continue the Company's activities.
To be admitted to the special general meeting of shareholders (hereafter: the "general meeting"), the holders of securities issued by the company have to comply with the dispositions of articles 29 and 30 of the company's articles of association and article 536 of the Companies Code.
In order to participate in the general meeting and to exercise their voting rights, shareholders must be registered as shareholders of the company on the fourteenth (14th) day preceding the general meeting (i.e. on 19 April 2013), at twelve (12:00) AM at the latest, either:
The financial intermediary, certified account holder or clearing institution provides the shareholder with a certificate evidencing with how many dematerialized shares that are registered to the shareholder on the registration date (i.e. on 19 April 2013), he wishes to participate in the general meeting.
At the latest on the sixth day preceding the general meeting, (i.e. on 27 April 2013), the shareholders must notify the company or a person designated thereto by the company, of their intention to participate in the general meeting. Registration of participation can occur in writing (Patrick Hofkens, Gaston Geenslaan 14, 3001 Leuven), or by email ([email protected]; with a copy to [email protected]).
Shareholders who comply with the formalities to be admitted to the general meeting can both orally (during the meeting) and in writing prior to the meeting ask questions. Written questions have to be submitted by letter to the company (at its registered office) on 27 April 2013, or by email ([email protected], with a copy to [email protected]). Only those written questions that are raised by shareholders who have complied with all the formalities to be admitted to the general meeting, and thus have proved to have the capacity of shareholder on the registration date, will be addressed during the meeting.
One or more shareholders who jointly own more than 3% of the total outstanding share capital can, at the latest on 11 April 2013, have items placed on the agenda of the general meeting and propose resolutions relating to the thus added items on the agenda, if they can evidence that they are shareholders. Questions or resolutions can be transmitted in writing Patrick Hofkens, Gaston Geenslaan 14, 3001 Leuven), or by email ([email protected]; with a copy to [email protected]). Receipt is acknowledged by the company within 48 hours.
In the event that shareholders thereto entitled desire to add additional items or proposed resolutions to the agenda, an amended agenda will be made public no later than 18 April 2013 through the company's website (www.option.com). This amended agenda will also be published in the Annexes of the Belgian State Gazette.
The shareholders may vote through proxy forms or by letter, using the forms thereto drafted by the company, which can be obtained free of charge at the company's registered office. These forms will also be made available on the company's website www.option.com. The proxy forms have to be deposited at least six days prior to the general meeting at the company's registered office. In order to be valid, voting by letter has to be made through a registered letter with acknowledgement of receipt, which is sent at the latest six days prior to the general meeting to the registered office of the company (the post stamp serving as evidence) and containing the following information:
i. full and precise identification of the shareholder and of the number of shares with which he participates in the voting;
ii. the complete agenda;
iii. the proposals of decision and the voting intentions of the shareholder (for, against, abstention). The shareholder is allowed to clarify or motivate his voting intentions.
The holders of warrants have to inform the Company of their intention to participate in the meeting by ordinary letter to the Company's registered office at the latest six working days prior to the general meeting.
The Board of Directors
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