Pre-Annual General Meeting Information • Mar 23, 2018
Pre-Annual General Meeting Information
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The shareholders, holders of subscription rights, bondholders, directors and the statutory auditor are invited by the board of directors to attend the ordinary general meeting to be held at 8830 Hooglede-Gits, Bruggesteenweg 360, on Tuesday 24 April 2018 at 4.00 p.m., with the following agenda and proposals for resolution:
Proposal for resolution: The general meeting approves the remuneration report as included in the Corporate Governance Statement in the annual report of the board of directors on the financial year ended 31 December 2017.
Proposal for resolution: The general meeting approves the annual accounts with regard to the financial year ended 31 December 2017, including the appropriation of the profit as presented by the board of directors, and sets the gross dividend per fully paid share at 0.03 euro.
5.1 The general meeting grants discharge to the members of the board of directors for exercising their mandate during the financial year ended 31 December 2017.
5.2 The general meeting grants discharge to the statutory auditor for exercising his mandate during the financial year ended 31 December 2017.
6.1 The general meeting acknowledges the resignation of Mr. François Gillet as director of the Company as of 20 December 2017. The board of directors expresses its gratitude to François for his many years of service and commitment.
6.2 Upon proposal of the board of directors and on advice of the remuneration and nomination committee, the general meeting reappoints Marcel Klepfisch SARL, with permanent representative Mr. Marcel Klepfisch, as independent director of the company. Marcel Klepfisch SARL, with permanent representative Mr. Marcel Klepfisch, meets the requirements of functional, family and financial independence, defined by article 526ter of the Belgian Companies Code. The appointment is for a term of three years ending at the close of the annual general meeting of 2021.
6.3 The general meeting appoints, on proposal of the board of directors and on advice of the remuneration and nomination committee, Homeport Investment Management BVBA, with permanent representative Mr. Wim Hendrix, permanently as independent director of the company. Homeport Investment Management BVBA, with permanent representative Mr. Wim Hendrix, meets the requirements of functional, family and financial independence, defined by article 526ter of the Belgian Companies Code. The appointment is for a term of four years ending at the close of the annual general meeting of 2022.
A succinct CV of the proposed directors is available on http://www.deceuninck.com/en/shareholder-meetings.aspx.
7.1 The general meeting sets the total amount of the fixed remuneration for non-executive directors for the financial year ended 31 December 2017 at 263,500.00 EUR and authorises the board of directors to distribute said remuneration amongst the directors.
7.2 The general meeting approves the grant under the Warrants Plan 2017 of the Company of 30,000 warrants to the chairman and of 15,000 warrants to each other non-executive member of the board of directors.
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 10 April 2018 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 Degroof Petercam, at the latest on Wednesday 18 April 2018. 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 Degroof Petercam at the latest on Wednesday 18 April 2018.
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 18 April 2018 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 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. Holders of subscription rights and bondholders may attend, but 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 Degroof Petercam 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 18 April 2018 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 Monday 2 April 2018 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 Monday 9 April 2018 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 18 April 2018 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, the holders of subscription rights and the bondholders 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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