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Melexis N.V. — AGM Information 2011
Mar 30, 2011
3975_rns_2011-03-30_02810f60-0014-493b-b739-a01e9d33c48d.pdf
AGM Information
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MELEXIS
PUBLIC LIMITED COMPANY PURSUANT TO BELGIAN LAW THAT MAKES A PUBLIC APPEAL TO THE SAVINGS OF THE GENERAL PUBLIC Rozendaalstraat 12, 8900 Ypres Ypres Register of Juristic Persons 0435.604.729
Invitation to Ordinary General Meeting of Shareholders ______________________________________________________________________________________
The Board of Directors of MELEXIS NV hereby invites the shareholders to attend the Ordinary General Meeting to be held on Wednesday 20 April 2011 at 11.00 hrs.
This Meeting will take place at Melexis NV, Transportstraat 1, 3980 Tessenderlo.
AGENDA OF ANNUAL MEETING
- 1. Reading of the annual report of the Board of Directors.
- 2. Reading of the report of the Statutory Auditor.
- 3. Communication of the annual accounts and consolidated annual accounts as at 31 December 2010.
- 4. Announcement in relation to the Corporate Governance policy of the company and explanation of the Corporate Governance Chapter in the annual report of the Board of Directors.
- 5. Approval of the annual accounts as at 31 December 2010. Proposal for resolution: After first reading the annual report and the report of the Statutory Auditor and communication of the annual accounts and consolidated annual accounts as at 31 December 2010, the Chairman makes several further announcements in relation to the Corporate Governance policy of the company and report all relevant corporate governance events that occurred during the previous financial year and provides further explanation of the Corporate Governance Chapter in the annual report of the Board of Directors. The annual accounts as at 31 December 2010 are then approved.
- 6. Appropriation of result.
- 7. Proposal for resolution: It is proposed that this result be divided as foreseen in the annual accounts as at 31 December 2010. Discharge of Directors.
Proposal for resolution: The Directors are discharged in respect of their mandate exercised during the previous financial year. The Chairman reports that in the previous financial year there were no transactions not covered by the Articles of Association or which were in breach of the Law on Companies as specified in Article 554 of the Law on Companies.
8. Discharge of the Statutory Auditor. Proposal for resolution: The Statutory Auditor is discharged in respect of his mandate exercised during the previous financial year.
CONDITIONS OF ADMISSION AND PROVISION OF DOCUMENTS
In order to be able to take part in the General Meetings, holders of bearer shares are requested in accordance with Article 28 of the Articles of Association to deposit their bearer certificates at least three (3) working days before the Meeting at the registered offices of the company or with Dexia Bank NV at Pachecolaan 44, 1000 Brussels. They will be admitted to the General Meeting on production of a certificate from which it appears that the shares have been deposited.
Within the same time-limit, holders of dematerialised shares must submit to Dexia Bank NV a certificate delivered by the settlement house from which the non-availability of these shares for examination by the General Meeting is apparent.
Every shareholder may give written proxy to represent him/her at General Meetings. Shareholders can request the authorities drawn up by the Board of Directors by any method from the registered offices of the company of download them from the website referred to below. The original signed authorities must be deposited at the registered offices in accordance with Article 29 of the Articles of Association at least three (3) days before the Meeting.
Contact person: Mr. Geert Reynders, Investor Relations T. +32 13 670 779 E. [email protected]
From 1 April 2011 shareholders may, against submission of their security, obtain a free copy from the registered offices of the documents referred to in agenda items 1, 2 and 3 of the Ordinary General Meeting. These documents will be sent to who have satisfied the aforementioned formalities for admission to the Meeting no later than seven (7) days before the Meeting.
All relevant information relating to these General Meetings, including all documents mentioned in the respective agenda will be available on the website of the company www.melexis.com from 1 April 2011.
No special attendance quorum is required for deliberations and decisions relating to the items on the agenda of the Ordinary General Meeting.
On behalf of the Board of Directors