AI assistant
Ekopak NV — Proxy Solicitation & Information Statement 2022
Apr 8, 2022
3944_rns_2022-04-08_38a1834d-3a47-46ca-9d98-ce09ce0ddf82.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
{0}------------------------------------------------

EKOPAK
GENOTEERDE NAAMLOZE VENNOOTSCHAP Careelstraat 13 - 8700 TIELT BTW BE 0461.377.728 - RPR GENT, Afdeling BRUGGE ("de Vennootschap")
INVITATION TO THE ANNUAL GENERAL MEETING OF EKOPAK NV TUESDAY 10 MAY 2022 AT 6 P.M.
The Board of Directors has the honour to invite the Shareholders to the Annual General Meeting of EKOPAK NV, which will be held at AuditoRium4 (Communication Campus), 9000 Gent, Sint-Denijslaan 485, on Tuesday 10 May 2022 at 6 pm.
IMPORTANT NOTICE
The Board of Directors is closely following the measures taken in the context of COVID-19 and reserves the right, if necessary, to organise the Meeting in an alternative way as provided by law. Possible communication in this respect will be done by means of a press release and via the website of the Company.
The Board of Directors wishes to point out that it is possible for all shareholders to cast their vote remotely before the Meeting by means of a voting form, or by means of a proxy with voting instructions, preferably to Mrs Els DE KEUKELAERE (CFO). The shareholders may also exercise their right to ask questions in writing. The procedures for doing so are described further on in this notice.
At present, the total number of shares and voting rights of the Company amount to 14,824,642 shares.
AGENDA FOR THE ANNUAL GENERAL MEETING WITH PROPOSALS FOR DECISIONS
-
- Presentation of the Annual Report of the Board of Directors and of the Report of the Statutory Auditor on the annual and consolidated accounts as at 31 December 2021.
-
- Presentation of the consolidated financial statements as at 31 December 2021.
-
- Approval of the annual accounts of the Company as at 31 December 2021. Proposed resolution: the General Meeting approves the annual accounts relating to the financial year ending on 31 December 2021, including the following allocation of the result: loss of EUR 3,400,596 to be carried forward to the next financial year.
-
- Approval of the annual accounts as at 31 December 2021 of the company WATER-AS-A-SERVICE NV (KBO: 0750.767.429) acquired by means of a transaction assimilated to a merger.
{1}------------------------------------------------
Proposal for resolution: the General Meeting approves the annual accounts for the financial year ending on 31 December 2021 of the company Water-as-a-Service NV (KBO: 0750.767.429) acquired by means of a transaction assimilated to a merger, including the following appropriation of the result: profit to be carried forward EUR 7,575.
5. Approval of the annual accounts as at 31 December 2021 of the company ISERV BV (KBO: 0897.223.769) acquired by a transaction assimilated to a merger.
Proposal for resolution: the General Meeting approves the annual accounts relating to the financial year ending on 31 December 2021 of the company ISERV BV (KBO: 0897.223.769), acquired by means of a transaction assimilated to a merger, including the following appropriation of the result: loss to be carried forward EUR 46,149.05.
6. Approval of the Remuneration Report.
Proposal for resolution: the General Meeting approves the Remuneration Report included in the Annual Report on the financial year ending 31 December 2021.
7. Approval of the Remuneration Policy.
Proposed resolution: the General Meeting approves the Remuneration Policy as published on the website https://ekopaksustainablewater.com/app/uploads/2022/04/ Remuneratiebeleid_Ekopak_NL.pdf, including the abolition of directors' fees for executive directors as of Q2 2022.
8. Discharge of the Directors.
Proposed resolution: the General Meeting discharges the Directors from liability for the performance of their duties during the past financial year.
9. Discharge of the Statutory Auditor.
Proposed resolution: the General Meeting discharges the Statutory Auditor for the performance of his duties during the past financial year.
10. Varia
ADMISSION REQUIREMENTS
All shareholders are given the opportunity to vote by letter before the meeting or by means of a proxy with voting instructions, preferably to Mrs Els DE KEUKELAERE (CFO).
Participation in the General Assembly is possible by means of voting letter, proxy, or physically, for the number of shares you hold on the Registration Date (26 April 2022 at midnight, Belgian time) and for which you have communicated, at the latest on 4 May 2022, your intention to exercise your voting right, and this regardless of the number of shares you hold on the day of the Meeting.
What conditions must you fulfil to be able to participate and vote at the General Assembly?
Only persons who are shareholder on 26 April 2022 at midnight, Belgian time ("registration date") shall be entitled to participate and vote at the General Meeting.
{2}------------------------------------------------
Are you a holder of shares registered in the share register ?
Then you have to be registered in the Company's share register on 26 April 2022 (at 12 p.m., Belgian time) for at least the number of shares you want to participate with in the General Meeting.
By 4 May 2022 (midnight, Brussels time) you have to confirm your participation by e-mail ([email protected]) stating the number of shares you wish to participate with. It suffices to send us your completed and signed proxy or voting form as confirmation of participation.
Are you a holder of dematerialised shares?
Then the shares with which you wish to participate in the General Meeting must be booked on your trading account on 26 April 2022 (at 12 p.m., Belgian time).
Ask your financial institution (bank, recognised account holder or settlement institution) to:
- (a) deliver a certificate mentioning the number of shares you hold in the Company on 26 April 2022 (at 12 p.m., Belgian time) with which you wish to participate; and
- (b) deliver this certificate to the Company at the latest on 4 May 2022 via the e-mail address [email protected].
By 4 May 2022 (at 12:00 p.m., Brussels time) at the latest, you must confirm your participation in writing by e-mail ([email protected]) stating the number of shares you wish to participate with. You can ask your financial institution to send us the confirmation of your participation at the same time as the registration formalities. It is sufficient to send us your completed and signed proxy or voting letter as confirmation of participation (together with the aforementioned certificate).
Do you wish to be represented at the General Assembly?
If you meet the above conditions to participate and vote at the General Assembly, you may be represented at the General Assembly by a proxyholder, see above. For this purpose, you can use the proxy form on our website (https://ekopaksustainablewater.com/nl/investor-relations/corporategovernance/jaarlijkse-algemene-vergadering/). You can also request this form from us at any time. This form also serves as confirmation of participation. You must send us your completed and signed proxy by e-mail ([email protected]) no later than 4 May 2022.
We would like to remind you that any appointment of a proxy holder must be made in accordance with Belgian law, in particular regarding conflicts of interest and the keeping of a register of voting instructions. Since the proposed proxy holder is potentially subject to the conflict of interest rules of article 7:143, §4 WVV, you should also designate specific voting instructions for each of the proposed resolutions.
Do you wish to vote by letter prior to the General Assembly?
If you meet the above conditions to participate and vote at the General Assembly, you may cast your vote by letter prior to the General Assembly. You can do so by using the voting form on our website (https://ekopaksustainablewater.com/nl/investor-relations/corporate-governance/jaarlijksealgemene-vergadering/). You can also request this form from us at any time. This form also serves as confirmation of participation. You must send us your completed and signed voting form by e-mail ([email protected]) by 4 May 2022 at the latest.
We would like to remind you that in order to validly cast your vote by voting letter, you must clearly indicate your voting or abstention in the voting letter.
What conditions must you fulfil in order to put a topic on the agenda?
If you, alone or together with other shareholders, hold at least 3% of the capital of the Company, you may request for items to be added to the agenda and submit proposals for resolutions relating to the items included or to be included in the agenda. You, alone or jointly with other shareholders, must hold this minimum share percentage both on the date of your request and on 26 April 2022 (at midnight, Belgian time). This can be demonstrated by submitting a certificate of registration of the
{3}------------------------------------------------
relevant shares in the share register, or a certificate drawn up by a financial institution certifying that the relevant number of dematerialised shares is registered in the name of the relevant shareholder(s).
You should send us your requests in writing by e-mail ([email protected]). Depending on the case, you should enclose the text of the subjects to be discussed and the relevant proposals for resolutions to be included on the agenda. We must receive your requests by 18 April 2022. Please remember to include an e-mail address so that we can confirm receipt of your requests.
If necessary, we will publish a revised agenda, proxy and voting form (on our website, in the Belgian Official Gazette and in the financial press) no later than 25 April 2022.
The proxies that we would have received prior to the publication of the revised agenda remain valid, but the indicated proxyholder may deviate from your instructions, if any, for the new proposed resolutions on existing agenda items during the meeting, if the execution of your instructions could harm your interests. Your proxyholder must notify you accordingly. Your proxy must state whether your proxyholder may vote on the new agenda items or whether he/she must abstain from voting on those new items.
The voting forms that we would have received prior to the publication of the updated agenda remain valid for the existing agenda items. If a new proposed resolution is submitted for an existing agenda item, the remote vote on this agenda item shall be disregarded.
Do you want to ask a question?
In response to the General Meeting, you may submit written questions to the Directors and the Auditor concerning their report or the items on the agenda. If you meet the above conditions to participate and vote at the General Meeting, your questions will be answered insofar as the communication of data or facts is not of such a nature that it could cause damage to the Company or violate the confidentiality commitments undertaken by the Company, its Directors or Statutory Auditor.
We must receive your written questions by e-mail by 4 May 2022.
The written questions and answers will then be posted on the Company's website as an attachment to the minutes of the General Meeting, if applicable, by 25 May 2022 at the latest.
Where can you find the necessary information about this General Assembly?
All relevant information regarding this General Assembly is available on our website https://ekopaksustainablewater.com/nl/investor-relations/corporate-governance/jaarlijkse-algemenevergadering/.
How can you contact us?
For sending forms, written requests or practical questions, please contact us via e-mail: [email protected].
The Board of Directors of Ekopak thanks you in advance for your cooperation - 8 April 2022