AGM Information • Apr 3, 2020
AGM Information
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Convening notice for the Annual General Meeting of KBC Group NV that will be held at the company's registered office at Havenlaan 2, 1080 Brussels, on Thursday, May 7, 2020 at 10 a.m.
The Annual General Meeting will start at 10 a.m.
To enable us to take care of the requisite formalities, you are kindly asked to arrive between 9 a.m. and no later than 9:30 a.m. at the latest for the purpose of drawing up the attendance roster.
IMPORTANT NOTICE: Depending on the authorities' measures in the context of the Covid-19 pandemic, KBC Group NV may decide to adapt the participation modalities for the Annual General Meeting or, as the case may be, to postpone this Annual General Meeting. Such revised participation modalities and/or postponement will be announced in due time on the website of KBC (www.kbc.com) and, as the case may be, through other means ensuring that all shareholders are duly and timely informed. In the meantime and for public safety/health reasons, all shareholders are strongly encouraged to use, to the greatest extent as possible, the below described right of proxy voting and their right to ask questions in writing.
a) First resolution to allocate 10 289 215.22 euros as categorized profit premium as stipulated in the collective labour agreement of 9 February 2018 with regard to the categorized profit premium concerning financial year 2019.
b) Second resolution to allocate 416 155 676 euros as a gross dividend, i.e. a gross dividend per share of 1 euro. Further to payment of an interim dividend in the sum of 416 155 676 euros, it is therefore proposed not to distribute a final dividend.
g. Resolution to re-appoint Mrs. Vladimira Papirnik as an independent director within the meaning of and in line with the criteria set out in Article 7:87 of the Code on Companies and Associations and in the 2020 Belgian Code on Corporate Governance for a period of four years, i.e. until the close of the Annual General Meeting of 2024.
The proposed changes in the composition of the Board of Directors will be discussed during the Annual General Meeting. In consideration of the advice issued by the Nomination Committee, the Board of Directors recommends the proposed appointments.
A brief CV for the proposed new directors can be found in the 'Corporate governance statement' section of the annual report, which will be available at www.kbc.com from Friday, April 3, 2020.
A brief CV of the directors whose reappointment is proposed can be seen at www.kbc.com (Home – Corporate Governance – Leadership – Board of Directors: Members).
Under Article 7:134 (2) of the Code on Companies and Associations, a shareholder may only attend and vote at the Annual General Meeting if the following two conditions are met:
The right of a shareholder to attend and vote at the Annual General Meeting is granted solely on the basis of the accounting record of the shares in the name of the shareholder on the record date, regardless of the number of shares that the shareholder possesses on the day of the Annual General Meeting.
The record date is the 14th day prior to the Annual General Meeting, i.e. Thursday, April 23, 2020 at midnight Belgian time.
Registered shares are recorded by their entry in the shareholders' register.
Book-entry shares are recorded by their entry on the accounts of a recognised account holder or clearing house. At the request of the holder of book-entry shares, the recognised account holder or clearing house supplies a certificate stating the number of book-entry shares entered in the name of the shareholder on his/her/its accounts on the record date with which the shareholder wishes to participate in the Annual General Meeting.
Every shareholder wishing to take part in the Annual General Meeting must give notice of that fact no later than the sixth day before the date of the Annual General Meeting, being no later than Thursday, April 30, 2020, as follows:
The financial intermediary, recognised account holder or clearing house, as the case may be, must attest to quantity of book-entry shares as entered in its books in the shareholder's name that the shareholder intends to represent at the Annual General Meeting.
Attestation and notification of the wish to take part in the Annual General Meeting must be e-mailed by the financial intermediary, recognised account holder or clearing house to KBC Group NV at [email protected] no later than Thursday, April 30, 2020.
Every shareholder may arrange to be represented at the Annual General Meeting by a single proxy, except in those cases provided for in Article 7:143 (1), second paragraph, of the Code on Companies and Associations. The relevant proxy form is available on the website www.kbc.com (Home - Corporate Governance - General Meeting). Shareholders can also obtain a proxy form from the registered office upon production of the certificate referred to in Article 7:41 of the Code on Companies and Associations as issued by the recognised account holder or clearing house and evidencing ownership of their shares.
KBC Group NV must be in receipt of the signed proxy no later than Thursday, April 30, 2020, in either original form or as an e-mail attachment sent to [email protected]. If the proxy is sent by e-mail, please ensure the original proxy reaches KBC Group NV before the start of the Annual General Meeting.
Proxies representing two or more shareholders must also submit the proxy forms signed by those shareholders by no later than Thursday, April 30, 2020.
In a case of sub-delegation, there must be a perfect chain of signatures and KBC Group NV must receive a signed proxy for each stage in the chain in the manner set forth above.
Every shareholder wanting to be represented must meet the admission requirements set out under item 1 above.
The right of one or more shareholders together owning at least 3% of the share capital of the company to put items on the agenda, as set forth in Article 7:130 of the Code on Companies and Associations and Article 26 of the Articles of Association, can be exercised until no later than Wednesday, April 15, 2020. In that event, in accordance with Article 7:130 (3), first paragraph, of the Code on Companies and Associations, an amended agenda will be published no later than the 15th day before the Annual General Meeting, that is no later than Wednesday, April 22, 2020.
The right of shareholders to ask questions in writing as set forth in Article 7:139 of the Code on Companies and Associations can be exercised until no later than Thursday, April 30, 2020.
These rights can also be exercised electronically by sending an e-mail to [email protected]. More information on these rights is available on the company's website www.kbc.com (Home - Corporate Governance - General Meeting).
At www.kbc.com (Home - Corporate Governance - General Meeting), all information intended for shareholders as set down in Article 7:129 (3) of the Code on Companies and Associations is available as of Friday, April 3, 2020.
As of that date, shareholders may also – by presenting a certificate confirming their securities holding as referred to in Article 7:41 of the Code on Companies and Associations and issued by the recognised account holder or clearing house – obtain from the registered office copies of the documents to be presented to the Annual General Meeting, the resolutions or comments by the Board of Directors with respect to the agenda items, and the forms to be used when voting by proxy.
The Board of Directors
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