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Ekopak NV — AGM Information 2023
Apr 7, 2023
3944_rns_2023-04-07_7a3f7e4c-8dd2-4a5b-91d7-fe694ce8516c.pdf
AGM Information
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EKOPAK
GENOTEERDE NAAMLOZE VENNOOTSCHAP Careelstraat 13 - 8700 TIELT BTW BE 0461.377.728 - RPR GENT, Afdeling BRUGGE ("de Vennootschap")
VOTING LETTER
ANNUAL GENERAL SHAREHOLDERS' MEETING TUESDAY 9 MAY 2023 AT 6 P.M.
Unofficial English translation.
This informal English translation is provided for informational purposes only. The legally binding text is the Dutch language voting letter. Voting instructions should be given by means of the Dutch language voting letter and only that voting letter form will be considered as valid.
ADMISSION REQUIREMENTS:
- In order to be valid, your completed and signed voting letter must reach the Company by Wednesday 3 mei 2023.
- For dematerialised shares, a bank certificate confirming the number of shares you hold on Tuesday 25 April 2023 (midnight, Belgian time) (registration date) should also be provided.
- Please send us this voting letter completed and signed accompanied by the bank certificate if applicable - by e-mail ([email protected]).
- Voting letters that reach us late or do not comply with the required formalities will be rejected.
- In order to cast a valid distance vote, you must clearly state your voting choice or abstention.
I, the undersigned:
| First name + Last name: ………………………………………………………………………………………………………………. |
|---|
| Address: …………………………………………………………………………………………………………………………………… |
If the Shareholder is a Company:
| Company name + legal form: …………………………………………………………………………………………….…… | |
|---|---|
| Company n°:……………………………………………………………………….…………………………………………….…… | |
| Registered office: …………………………………………………………………………………………………………………….…. |
Validly represented here in accordance with its articles of association by:
| - First name + Last name: …………………………………………………………………………………………………………… capacity:………………………………………………………………………………………………………………………………… |
|---|
| - First name + Last name: …………………………………………………………………………………………………………… |
| capacity:………………………………………………………………………………………………………………………………… |
| Owner/ usufructuary (cross what doesn't fit) of |
| ………………………………………………………………SHARES (please make a choice: registered shares / dematerialised shares) |
of the listed limited liability company EKOPAK whose registered office is at 8700 TIELT, Careelstraat 13, vote as follows at the ordinary general meeting of EKOPAK NV, which will be
held on Tuesday 9 May 2023 at 6 p.m. at the location as indicated in the invitation.
This voting letter also serves as a confirmation of participation.
………………………………………………………………WARRANTS
The undersigned confirms that he/she wishes to participate in the aforementioned General Meeting with all his/her shares or .......................................... shares. (specific number to be filled in if the undersigned wishes to participate with less than the total number of shares)
This voting letter is valid for the total number of shares for which the undersigned wishes to participate, but limited to the number of shares of which the shareholding will be determined on the registration date in accordance with the admission conditions (see above).
The undersigned votes on each of the proposed resolutions on the agenda as follows : (please colour or tick the appropriate box)
- Acknowledgement of the consolidated annual accounts as at 31 December 2022, as well as of the Board of Directors' Annual Report and the Statutory Auditor's Report on the statutory financial statements and consolidated annual accounts as at 31 December 2022
Proposed resolution: N/A - no vote
2. Approval of the statutory financial statements as at 31 December 2022
Proposed resolution: The General Meeting resolves to approve the Company's statutory financial statements for the financial year that ended on 31 December 2022, including the following appropriation of the result: loss of 2,628,326 EUR to be carried forward to the next financial year.
□ For □ Against □ Abstention
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3. Remuneration report
Proposed resolution: approval of the remuneration report as included in the Board of Directors' annual report on the financial year that ended on 31 December 2022.
□ For □ Against □ Abstention
4. Resignation and appointments of Directors
4.1 Confirmation of the appointment of TREFI BV (private limited company), permanently represented by Mr. Kurt TRENSON, in his capacity of non-executive director and chairman of the Remuneration and Nomination Committee
Proposed resolution: the General Meeting takes note of the co-optation by the Board of Directors of TREFI BV, permanently represented by Mr. Kurt TRENSON, in his capacity of non-executive director and chairman of the Remuneration and Nomination Committee, following the premature voluntary resignation of BVJS BV, permanently represented by Mr. Ben JANSEN, and hereby confirms this appointment.
TREFI BV, permanently represented by Mr. Kurt TRENSON, will complete its predecessor's term of mandate (the mandate will end immediately after the ordinary general meeting of 2025).
Furthermore, the meeting, and each shareholder separately, decides and acknowledges that TREFI BV, permanently represented by Mr.Kurt TRENSON, is deemed to have been appointed on recommendation of Alychlo NV pursuant to article 14 of the articles of association.
Mr. Kurt TRENSON has a Master's degree in Applied Economics and an MBA in International management. After graduating, he held various senior positions with KBC Bank for 22 years. In April 2022 he was appointed CFO at Alychlo NV.
□ For □ Against □ Abstention
4.2 Appointment of MARFA CONSULT BV, permanently represented by Ms. Valerie DEJAEGHERE, as independent director
Proposed resolution: the General Meeting appoints MARFA CONSULT BV, permanently represented by Ms. Valerie DEJAEGHERE, as (independent) director of the Company for a period of four years (the mandate will end immediately after the ordinary general meeting of 2027).
According to the information made available to the Company, Ms. Valerie DEJAEGHERE meets the specific criteria of independence as defined by the Belgian Corporate Governance Code 2020 and the general independence criterion of article 7:87 of the (Belgian) Companies and Associations Code.
Ms. Valerie DEJAEGHERE earned a Master's degree in Applied Economics at the Catholic University of Louvain and completed executive programmes in Strategic Excellence and
Sustainability Management at Columbia Business School and Vlerick Business School respectively. She has many years of experience at ExxonMobil in various national and international management positions in Europe and the United States. In 2022 she joined Qpinch, a company of which she has been the CEO since January 2023.
□ For □ Against □ Abstention
4.3 Remuneration
In conformity with the Company's current remuneration policy, non-executive directors (excluding the chairman of the Board of Directors) are entitled to a fixed annual remuneration of 15,000 EUR, regardless of the number of meetings.
Proposed resolution: N/A - no vote
5. Discharge of the Directors
Proposed resolution: the General Meeting discharges the Statutory Auditor for the performance of his duties during the past financial year.
| Pieter BOURGEOIS (CRESCEMUS BV) | □ For □ Against | □ Abstention |
|---|---|---|
| Pieter LOOSE (PILOVAN BV) | □ For □ Against | □ Abstention |
| Els DE KEUKELAERE (EDK Management BV) | □ For □ Against | □ Abstention |
| Tim DE MAET | □ For □ Against | □ Abstention |
| Ben JANSEN (BJVS BV) | □ For □ Against | □ Abstention |
| Kristina LOGUINOVA | □ For □ Against | □ Abstention |
| Regine SLAGMULDER (Regine Slagmulder BV) | □ For □ Against | □ Abstention |
| Kurt TRENSON (TREFI BV) | □ For □ Against | □ Abstention |
6. Statutory auditor
6.1 Approval of the statutory auditor's remuneration 2022
Proposed resolution: Approval of the increase in the remuneration of the Company's auditor for the financial year 2022 (including, but due to the size of the Company's activity, higher than the increase foreseen based on the evolution of the consumer price index) to EUR 83,775 (excluding VAT and expenses) for the audit of the Company's statutory and consolidated financial statements.
□ For □ Against □ Abstention
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6.2 Reappointment of the statutory auditor
Proposed resolution: The General Meeting (re)appoints PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, as Statutory Auditor for a term of three years. This company has appointed Peter Opsomer BV, with registered office at 9680 Maarkedal, Rattepoelstraat 7, represented by Mr. Peter Opsomer, corporate auditor, as representative authorized to represent it and who is charged with carrying out the mandate in the name of and on behalf of the BV. The mandate expires after the general meeting of shareholders which must approve the annual accounts per December 31, 2025.
The remuneration for this mandate amounts to EUR 105,000 per year (plus VAT, expenses and IBR contribution) subject to annual adjustments in function of the evolution of the consumer price index or as agreed between the parties.
□ For □ Against □ Abstention
6.3 Discharge to the Statutory Auditor
Proposed resolution: the General Meeting resolves to grant discharge to the Statutory Auditor for carrying out its mandate during financial year 2022.
□ For □ Against □ Abstention
7. Delegations of powers for the implementation of the resolutions decided upon
Proposed resolution: The General Meeting grants to the Board members, each of them acting individually and with the possibility of substitution, all the powers for the execution of the decisions taken by the Ordinary General Meeting as well as all the powers to publish these decisions. In addition, the General Meeting specifically grants power of attorney to Mtr. Anastasia KARPENKO (attorney at law at the law firm LIEVENS & LIEVENS BV), to perform all acts that may be necessary or useful for the accomplishment of the formalities (including but not limited to the preparation and signing of documents and forms) with a view to (i) the filing of (an extract of) this document at the clerk's office of the competent corporate court, (ii) its publication in the Annexes to the Belgian Official Gazette and (iii) its registration or adaptation in the Crossroads Bank for Enterprises.
□ For □ Against □ Abstention
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8. Varia
This voting letter shall also apply to all subsequent Meetings that would be held with the same agenda in case of a postponement of the aforementioned General Meeting.
This voting letter will be considered in its entirety as unwritten if the shareholder has not indicated his/her choice regarding one or more items on the agenda of the General Meeting above.
In case of amendments to the agenda of the General Meeting and/or addition of new/alternative resolutions in accordance with Article 7:130 BCAC, the Company shall publish a revised agenda and voting letter no later than 24 April 2023. Voting letters received prior to this publication date shall remain valid for the items to which they relate. The BCAC provides for the following deviation: if a new resolution proposal is submitted for an existing agenda item, the remote vote on this agenda item shall be disregarded.
The shareholder who wishes, if applicable, to vote on the new items on the agenda and/or on the new proposed resolutions should complete the amended voting letter that the
Company will make available on the Company's website and return it, duly signed, by email to [email protected].
Signed at ......................................................... on ............./.............../2023.
(If the shareholder is a legal entity, this voting letter must be signed by one or more persons who can validly represent the legal entity. Please also expressly state the name and capacity of the signatory or signatories).
……………………………………………………………………………………………………………… (in own name)
……………………………………………………………………. (signature)
Or
(in case the Shareholders is a legal entity)
| ……………………………………………………………………….for ………………………………………………………… | |
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| in its capacity of ………………………….…………………………………………………………………………………… | |
| ……………………………………………………………………. (signature) |