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EVS Broadcast Equipment SA — AGM Information 2011
Apr 19, 2011
3947_rns_2011-04-19_3c31fe1c-bcea-4701-94a6-1c2272d7d3a2.pdf
AGM Information
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Liège Science Park - 16, rue Bois St- Jean, B- 4102 Seraing - Belgium Tél. +32 4 361 7014 - Fax +32 4 361 7089 - VAT: BE0452.080.178 Liège Business Register 186.341 www.evs-global.com
For information purpose only – unofficial translation – French original wording prevails
INVITATION TO THE ORDINARY GENERAL MEETING OF SHAREHOLDERS
The Board of Directors invites the shareholders to an Ordinary General Meeting of shareholders to be held in the company's head office at 16, rue Bois St-Jean, B-4102 Seraing, on Tuesday May 17, 2011, at 11:00 am.
Agenda of the Ordinary General Meeting of shareholders:
- 1. Discussion of the combined report of the Board of Directors for both the Statutory and Consolidated annual accounts for the accounting year ended on December 31, 2010.
- 2. Discussion of the reports of the Statutory Auditor for the Statutory and Consolidated annual accounts for the accounting year ended on December 31, 2010.
- 3. Review and approval of the 2010 Statutory and Consolidated annual accounts, and allocation of the result for the accounting year ended on December 31, 2010. Proposed resolution: approval of the annual accounts for the accounting year ended on December 31, 2010 and allocation of the net profit of EUR 31,127 thousands as follows:
- Transfer of EUR 4,875 thousands from available reserves.
- pay-out of a gross dividend of EUR 2.64 per share (i.e. a total of EUR 35,565 thousand), stable compared to last year, and including EUR 1.16 of interim dividend paid-out last November 23, 2010 (coupon #11, ISIN code BE0003820371). This translates into a final gross dividend of EUR 1.48 (i.e. a total of EUR 19,927 thousand) per share payable at ING Bank, except for own shares held by EVS at the ex- date, i.e. May 26, 2011 (coupon #12, ISIN code BE0003820371). The payment date is June 1, 2011;
- communication of an employees' profit sharing plan ("plan de participation bénéficiaire") to the Assembly. Approval of the employees profit sharing plan (relating to the allocation of the net profit of the 2010 fiscal year) under the form of an EVS BROADCAST EQUIPMENT shares distribution, within the framework of the inherent tax law as follows: to all employees of EVS BROADCAST EQUIPMENT SA who have been hired prior to January 1, 2010: distribution of 46 (forty-six) shares (net) of EVS BROADCAST EQUIPMENT S.A. (coupon #12 attached) and to all employees of EVS BROADCAST EQUIPMENT S.A. who have been hired during the year 2010: distribution of 23 (twenty-three) shares (net) of EVS BROADCAST
EQUIPMENT SA (coupon #12 attached), in proportion to their time of occupation; This plan relates to maximum 240 employees;
A copy of the employee profit sharing plan may be requested by any EVS shareholder, by writing to the Company (and providing the proof of its shareholding): [email protected] or +32 (4) 361 7014.
4. Granting of discharge from liability to the Directors and the Auditor
Proposed resolution: the Ordinary General Meeting grants discharge from liability to each of the Directors of the company and the Auditor who were in function during the last accounting year.
5. Appointment and renewal of mandates of Directors
Proposed resolutions:
- Renew the mandate of Francis Bodson as non-executive Director, for a period of 3 years ending at the Ordinary General Meeting of 2014.
- Renew the mandate of Jean-Pierre Pironnet as non-executive Director, for a period of 3 years ending at the Ordinary General Meeting of 2014.
- Renew the mandate of Jean Dumbruch as executive Director, for a period of 3 years ending at the Ordinary General Meeting of 2014.
- Renew the mandate of Christian Raskin as independent non-executive Director, for a period of 3 years ending at the Ordinary General Meeting of 2014.
- Appoint Yves Trouveroy as independent non-executive Director for a period of one year ending at the Ordinary General Meeting of 2012.
- Recognize the independence of C. Raskin and Y. Trouveroy according to the article 526ter of the Belgian Code of Companies, as they satisfy to the criteria included in that article.
Admission Requirements
As stated in Article 21 of the Statutes of the company, shareholders who wish to attend this General Meeting are asked to deposit their shares and any proxies no later than the fifth business day prior to the meeting, ie. Tuesday May 10, 2011 at the ING bank (Securities Department: +32 2 738 2761 or +32 2 738 8023). Holders of shares on a securities account must provide a declaration of their approved financial establishment or liquidation body, within the same timeframe and place as mentioned here above, that testifies those shares are locked-up until May 17, 2011 at 01.00 pm CET for the equivalent number of shares they would like to declare to the meeting. The bank shall give a distinct receipt that the shareholder or its representative shall remit to the Chairman of the meeting in order to be allowed to attend that meeting. In accordance with the article 22 of the statutes, proxies which are not signed by the final beneficial owner shall not be accepted. Proxies signed by a custodian or sub-custodian must accompanied by another proxy, duly signed by that final beneficial owner, allowing him to exercise the attached rights.
The annual report and the voting proxy will be available online on the website www.evsglobal.com in due time. They can also be obtained from EVS Broadcast Equipment S.A., Liege Science Park, rue Bois Saint-Jean 16, B-4102 Seraing or by e-mail to [email protected] .
The Board of Directors Liège, March 29, 2011
EVS GENERAL MEETING OF MAY 17, 2011 PROXY & VOTING FORM
To be returned by e-mail to: [email protected] or by fax to +32 4 361 7089
At the General Meeting of the public limited company "SA EVS BROADCAST EQUIPMENT", whose registered office is at 4102 Seraing, rue Bois Saint-Jean, 16, to be held on Tuesday May 18, 2010 at 11:00 am.
THE UNDERSIGNED: * .......................................................................................................................
..................................................................................................................................................................
Holder, economical and final beneficiary of …………………….. shares in the public limited company "SA EVS BROADCAST EQUIPMENT", whose registered office is at 4102 Seraing, rue Bois St-Jean 16, Belgium, declares that he/she appoints as his/her special agent with authority to act on his/her behalf:
........................................................................................................................................................
On whom he/she confers all powers for the purpose of representing him/her at the Ordinary General Meeting of shareholders of the aforesaid company, to be held as stated here above with the joint agenda.
| Agenda of the Ordinary General Meeting: | Yes | No | Abstain |
|---|---|---|---|
| 1. Annual report | N/A | N/A | N/A |
| 2. Auditor's reports | N/A | N/A | N/A |
| 3. Approval of the 2010 accounts and profit allocation | |||
| 4. Discharge from liability to Directors and the Auditors. | |||
| 6. Appointment of Directors and renewal of mandates: | N/A | N/A | N/A |
| - Francis Bodson, non executive, 3 years |
|||
| - Jean-Pierre Pironnet, non executive, 3 years |
|||
| - Jean Dumbruch, executive, 3 years |
|||
| - Christian Raskin, independent, 3 years |
|||
| - Yves Trouveroy, independent, 1 year |
The agent may in particular take part in all discussions and vote on, amend or reject in the name of the undersigned, where necessary, all proposals relating to the agenda and for the above purposes, execute and sign all legal instruments, documents, minutes, attendance lists, stipulate permanent residence, act on behalf [of the shareholder] and generally do whatever is necessary.
Done at …………………………………….. On ………………………………...…...
The signature or signatures must be preceded by the handwritten words "Bon pour pouvoir"1
* Legal entities must specify the name, first name and title of the natural person(s) who signs this letter on their behalf. Owners of bearer shares or registered shares intending to vote by mail must also have completed the formalities described in the invitation.
1 For appointment [Tr.]