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Fagron N.V.
AGM Information • Apr 8, 2022
3949_rns_2022-04-08_c9741208-1db6-4bf4-bc9e-bf17224c5b1a.pdf
AGM Information
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FAGRON
Listed company Venecoweg 20a, 9810 Nazareth, Belgium VAT BE 0890.535.026 RLE Gent (division Gent)
BACKGROUND INFORMATION ON THE RIGHTS OF THE SHAREHOLDERS
1. THE RIGHT OF THE SHAREHOLDERS TO HAVE ITEMS PLACED ON THE AGENDA OF THE GENERAL MEETING AND/OR TO SUBMIT MOTIONS TO VOTE CONCERNING ITEMS (TO BE PLACED) ON THE AGENDA
One or more shareholders that jointly hold at least 3% of the share capital in the company shall have the right to (i) have items placed on the agenda of the annual general meeting held at the statutory seat of the Company and via audio/video conference on 9 May 2022 at 3 p.m. and/or (ii) submit motions to vote concerning items (to be placed) on the agenda.
In order to be able to exercise this right, the shareholder(s) must comply with the following conditions:
- (1) Prove that they are in the possession of the required sharesin the company's capital on the date of their request;
- (a) either by means of a certificate of registration of the relevant registered shares in the company's shares register; or
- (b) by means of a certificate issued by a certified account holder or intermediary proving that the relevant number of dematerialized shares was registered to their name and account; and
- (2) Demonstrate that they are still a shareholder of 3% of the share capital at registration date (25 April 2022 at midnight).
The text of the new agenda items and the associated motions to vote and/or the text of the motions to vote to be placed on the agenda must be submitted to the company by email to [email protected] stating a correspondence or email address for the company to send the confirmation of receipt of the request.
Such request must be received by the company at the latest by 17 April 2022. The company shall confirm receipt of the request by email or by mail on the address provided by the shareholder for this purpose.
The provisions as set out in the Belgian Companies and Associations Code must be applied in good faith both by the shareholders and by the company. These provisions may only be applied in the interest of the company.
If applicable, the amended agenda shall be published at the latest on 22 April 2022 on the company's website (www.fagron.com), in the Belgian Official Gazette and in the press.
A form for voting by proxy including the additional agenda items and/or motions to vote shall be made available on ABN AMRO's website (www.abnamro.com/evoting) and on the company's website (www.fagron.com), simultaneously with the publication of the amended agenda, i.e. at the latest by 22 April 2022.
Shareholders who wish to be represented by a different person at the meeting can indicate this via www.abnamro.com/evoting no later than 3 May 2022 at 24:00 CET (Belgian time). Moreover, shareholders can give voting instructions to Helena De Groof, Legal Counsel via www.abnamro.com/evoting. In addition, shareholders can make use of the proxy form as prepared by the board of directors. A copy is available at the company's statutory office. The proxy form is also available on the company website (www.fagron.com). No other proxy forms will be accepted. This proxy must be filed at the company's statutory office, for the attention of the board of directors, or sent by email to [email protected], in either case no later than at 24:00 CET (Belgian time) on 3 May 2022. Shareholders are requested to send their proxies containing their voting instructions to the Company no later than 3 May 2022.
The proxy forms submitted to the company before the publication of the amended agenda shall remain valid regarding the items included in the agenda to which these apply. In derogation of the previous provision, the proxy holder may derogate during the meeting from any instruction of the proxy grantor in the event where execution of the instructions would be detrimental to the proxy grantor's interests, such with regard to the items included in the agenda for which new motions to vote were submitted with application of the Belgian Companies and Associations Code. The proxy holder must inform the proxy grantor accordingly. The proxy must state whether the proxy holder is authorized to vote on new items placed on the agenda, or whether the proxy holder must abstain from voting on such items.
2. THE RIGHT OF SHAREHOLDERS TO SUBMIT QUESTIONS IN WRITING
The shareholders are entitled to ask the directors and/or the statutory auditor of the company questions in writing before the annual general meeting on 9 May 2022.
Exercising this right is subject to the following conditions:
- (1) being a shareholder on the registration date (25 April 2022 at midnight); and
- (2) having reported the intention to attend the general meeting in accordance with the provisions of the convocation.
The questions in writing may be submitted by email (to [email protected]) prior to the general meeting. Such questions are to be submitted to the company at the latest by 3 May 2022.
During the general meeting, the directors shall answer the questions submitted by the shareholders. The statutory auditor shall also answer the questions asked by the shareholders. Questions are to be submitted by email to [email protected], no later than on 3 May 2022. More detailed information on the right to
ask questions is available on the Company website (investors.fagron.com). The questions that were submitted in writing and the answers to those questions will be published on the website of the Company (investors.fagron.com) after the general meeting.
During the general meeting, the directors shall answer the questions submitted in writing (or asked verbally during the meeting) by the shareholders, regarding their report, or regarding the agenda items, such insofar sharing information or facts is not potentially detrimental to the company's business interests or to the confidentiality that the company or its directors have committed to.
During the meeting, the statutory auditor shall answer the questions submitted in writing (or asked verbally during the meeting) by the shareholders, regarding his/her report, such insofar sharing information or facts is not potentially detrimental to the company's business interests or to the confidentiality that the company, its directors or the statutory auditor have committed to. The statutory auditor has the right to address the general meeting regarding fulfillment of his/her task.
If there are various questions regarding the same subject, the directors and/or the statutory auditor may answer these in a single response.
The original Dutch version of this document is available. In matters of any misinterpretation, the Dutch version will prevail.