Pre-Annual General Meeting Information • Apr 10, 2015
Pre-Annual General Meeting Information
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A Public Limited Company making or having made a public appeal on savings at 8830 Hooglede-Gits, Bruggesteenweg 360 VAT BE 0405.548.486 - Register of Legal Entities Kortrijk: 0405.548.486 www.deceuninck.com
The shareholders and holders of subscription rights are invited by the Board of Directors to attend the Ordinary General Meeting to be held at 8830 Hooglede-Gits, Bruggesteenweg 360, on Tuesday 12 May 2015 at 11 a.m., with the following agenda and proposals for resolution:
Proposal for resolution: The General Meeting approves the annual accounts with regard to financial year ended 31 December 2014 as well as the appropriation of profit and sets the gross dividend per fully paid share at 0,02 euro (0,015 euro net).
Proposal for resolution: On the recommendation of the Board of Directors and on advice of the Nomination and Remuneration Committee, the General Meeting appoints RAM Comm. V., with fixed representative Mr Arnold Deceuninck, as independent Director of the Company for a period of 4 years, i.e. until the closure of the 2019 Ordinary General Meeting.
On the recommendation of the Board of Directors and on advice of the Nomination and Remuneration Committee, the General Meeting appoints Pentacon BVBA, with fixed representative Mr Paul Thiers, as independent Director of the Company in the sense of article 526ter of the Code on Companies for a period of 4 years, i.e. until the closure of the 2019 Ordinary General Meeting.
The General Meeting appoints as a result of the resignation of TRD Comm. VA, with fixed representative Mr Willy Deceuninck and on the recommendation of the Board of Directors and on advice of the Nomination and Remuneration Committee, in permanent way Holve NV, with fixed representative Mr Francis Van Eeckhout, as non-independent Director of the Company for a period of 4 years, i.e. until the closure of the 2019 Ordinary General Meeting.
The General Meeting appoints as a result of the resignation of Mrs Giulia Vanwaeyenberge as Director and on the recommendation of the Board of Directors and on advice of the Nomination and Remuneration Committee, in permanent way Bene Invest BVBA, with fixed representative Mrs Benedikte Boone, as non-independent Director of the Company for a period of 4 years, i.e. until the closure of the 2019 Ordinary General Meeting.
In order to exercise their rights at this General Meeting the shareholders and holders of subscription rights must observe the following provisions:
Only persons that are shareholder on the Registration Date, i.e. on Tuesday 28 April 2015 at midnight (Belgian time – GMT +1), are authorized to participate to and cast a vote at the General Meeting.
Holders of registered shares must be registered on the Registration Date in the register of registered shares of Deceuninck NV for the number of shares they intend to attend the General Meeting with.
The dematerialised shares with which the shareholders wish to attend the General Meeting, need to be registered on the Registration Date on their accounts of an approved account holder or clearing institution. The property of the number of dematerialised shares on the Registration Date will be fixed on basis of the confirmation given from the approved account holder or clearing institution to Bank Degroof, at the latest on Wednesday 6 May 2015. The property can also be fixed on basis of the certificate which the shareholder has obtained by the approved account holder or clearing institution and which he/she remits to Bank Degroof at the latest on Wednesday 6 May 2015.
In addition to the above registration, the shareholders and holders of subscription rights whose securities are registered on the Registration Date must notify the Company on Wednesday 6 May 2015 at the latest, that they intend to attend the General Meeting (Deceuninck NV - Attn. Legal Department - Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]). The holders of dematerialised shares may, if they wish, request the approved account holder or clearing institution to notify the confirmation of their attendance together with the confirmation of their registration.
Only persons who are shareholders or holders of subscription rights on the Registration Date and have confirmed their attendance to the General Meeting within the subscribed term to the Company, have the right to attend the General Meeting and vote, provided that holders of subscription rights only have an advisory vote at the General Meeting.
Each shareholder that has the right to vote can participate in the General Meeting in his own name or can be represented by a proxy holder, subject to compliance with the Articles of Association and the legal applicable conditions. Shareholders who wish to be represented at the General Meeting must complete and deliver the proxy form (available at the registered office of the Company, at Bank Degroof or on http://www.deceuninck.com/en/shareholder-meetings.aspx) to the Company (Deceuninck NV - Attn. Legal Department –Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]) on Wednesday 6 May 2015 at the latest.
Each appointment of a proxy holder is to take place in conformity with the applicable Belgian legislation, i.e. concerning conflicts of interest and the keeping of a register of the vote instructions.
One or more shareholders who together possess at least 3% of the capital of the Company may, not later than on 20 April 2015 request to have items listed on the agenda of the General Meeting and submit proposals for resolution regarding items listed or to be listed on the agenda.
Shareholders who exercise this right are to fulfil the following two conditions:
(whether by means of a registration certificate of the shares in the register of registered shares of Deceuninck NV, or by means of a certificate drawn up by an approved account holder or clearing institution showing that the number of dematerialised shares concerned has been registered in account in their names. Questions or proposals for resolution may be sent in writing (Deceuninck NV - Attn. Legal Department – Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]).
The Company will confirm the receipt of requests per e-mail or per letter within a timeframe of 48 hours. Should the case arise, the Company will publish a completed agenda on 27 April 2015 at the latest.
Nevertheless, proxies that the Company was provided with before the disclosure of an additional agenda remain valid for the agenda items that are to be discussed and for which the proxies apply. Exceptionally, during the General Meeting, the proxy holder can deviate from the possible instructions of the shareholder regarding the agenda items that are to be discussed and for which new proposals for resolution were presented, in case the obedience of these instructions could harm the shareholder's interests. The proxy holder is to notify the shareholder thereof. The proxy form is to state whether the proxy holder is authorised to vote on the new agenda items that are to be discussed, or whether he is to abstain.
Shareholders who comply with the formalities to be admitted to the General Meeting can both orally (during the meeting) and in writing (before the meeting) ask questions to the Directors and/or the Auditor.
Written questions can be asked as from the publication of the convening notice and must be delivered to the Company (Deceuninck NV – Attn. Legal Department –Bruggesteenweg 360 – 8830 Hooglede or by e-mail: [email protected]) on Wednesday 6 May 2015 at the latest.
Only written questions asked by shareholders who comply with the formalities that must be fulfilled in order to be admitted to the meeting, and who thus have proved to have the status of shareholder on the Registration Date and have confirmed their attendance to the General Meeting within the subscribed term to the Company, will be answered during the meeting.
All documents relating to this General Meeting and to be made available in accordance with the law, can be consulted on the website of Deceuninck (www.deceuninck.com).
During office hours, the shareholders and holders of subscription rights may obtain a copy of these documents free of charge at the registered office (Bruggesteenweg 360, 8830 Hooglede).
Each deadline mentioned in this convening notice means the final date on which the concerned notification must be received by the Company.
The Board of Directors
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