AGM Information • Mar 18, 2016
AGM Information
Open in ViewerOpens in native device viewer
MELEXIS PUBLIC LIMITED LIABILITY COMPANY Rozendaalstraat 12, 8900 Ieper (Belgium) Register Legal Persons Ieper 0435.604.729 (the "company")
The board of directors of MELEXIS NV is honored to invite its shareholders to attend the ordinary general meeting of shareholders that will be held on Wednesday April 20th, 2016 at 11h00 am at the Novotel Ieper Centrum, Sint-Jacobsstraat 15, 8900 Ieper, Belgium.
Proposed resolution: Subsequent to the perusal of the annual report and the report of the statutory auditor and after discussion of the annual accounts and the consolidated annual accounts closed on December 31st , 2015, the annual accounts closed on December 31st, 2015 are approved.
The ordinary result amounts to EUR 8.032.977,66. Including the result carried forward from the financial year ending on December 31st, 2014, the total result to be appropriated for the financial year ending on December 31st, 2015, amounts to EUR 437.344.944,16. It is proposed that this result be allocated as determined in the annual accounts closed on December 31st, 2015, as follows:
(*) On a per share basis this represents a gross dividend for 2015 of EUR 1,90. Taking into account the gross interim dividend of EUR 1,30 per share paid in October 2015, a balance gross amount of EUR 0,60 will be payable as from April 28th, 2016. The Melexis shares will start trading ex coupon on April 26th, 2016 (opening of the market). The record date is April 27th , 2016 (closing of the market). The actual gross dividend amount (and, subsequently, the balance amount) may fluctuate depending on possible changes in the number of own shares held by Melexis on the dividend payment date.
Proposed resolution: The general meeting approves the remuneration report regarding the financial year 2015.
Proposed resolution: The directors are discharged for their mandate executed during the previous financial year. The president explains that there have been no actions during the previous financial year that concerned a breach of the articles of association or the Belgian Companies Code ("BCC"), as referred to in article 554 BCC.
Proposed resolution: The statutory auditor is discharged for its mandate executed during the previous financial year.
Proposed resolution: The meeting takes note of the end of the 3-year mandate of BDO Bedrijfsrevisoren BV ovve CVBA, with registered office at Da Vincilaan 9 – bus E6, 1930 Zaventem, Elsinore Building – Corporate Village, listed in the Register for Legal Persons of Brussels with company number 431.088.289, with permanent representative Ms. Veerle Catry, auditor, and this with effect as from today.
Proposed resolution: Following the proposal by the board of directors, the meeting decides to renew the mandate of BDO Bedrijfsrevisoren BV ovve CVBA, with registered office at Da Vincilaan 9 – box E6, 1930 Zaventem, Elsinore Building – Corporate Village, listed in the register for Legal Persons of Brussels with company number 431.088.289, as statutory auditor of the company for a period of three financial years, of which the first financial year is 2016, and ending immediately after the annual general meeting of shareholders of 2019 with regard to financial year 2018. Ms. Veerle Catry, auditor, having her office at Guldensporenpark 100, block K, 9820 Merelbeke, is appointed as permanent representative of the statutory auditor. The annual remuneration of the statutory auditor amounts to 39.700 EUR, excl. VAT. This amount is adjusted annually in relation to the index of consumer prices.
In order to exercise their voting rights at this general meeting, the shareholders have to comply with the following provisions:
I. Conditions of admission
In accordance with article 536, §2 BCC, shareholders are only admitted to the general meeting and can exercise their voting right when they meet the following two conditions:
The company has to be able to determine whether on April 6 th , 2016 at 24h00 (Belgian time) at the latest ("registration date"), a shareholder was in the possession of the number of shares he/she wishes to attend the general meeting with, either by registration in the company's register of registered shares, or by registration on an account in their name with Belfius Bank NV, Pachecolaan 44, 1000 Brussels, Belgium.
The shareholders whose shares are registered at the registration date, also have to notify the company no later than April 14th , 2016 at 17h00 ("notification date") that they wish to attend the general meeting, as follows:
the owners of registered shares must complete the attendance form attached to their individual convocation and must provide this form to the company no later than the notification date;
the owners of non-material shares must provide the company with a certificate, issued by Belfius Bank Belgium NV, Pachecolaan 44, 1000 Brussels, Belgium, no later than the notification date, demonstrating the number of non-material shares they want to attend with.
Only persons who are shareholder of the company on the registration date and who have confirmed their attendance at the general meeting no later than the notification date, are entitled to attend and to vote at the general meeting.
II. The right to add items to the agenda and to file resolution proposals
One or more shareholders holding together at least 3% of the share capital of the company, may have items added to the agenda of the general meeting and may file resolution proposals in relation to items already on or to be added to the agenda, by having a notification delivered to the company according to section V below no later than March 29th , 2016 at 17h00 (Belgian time). After receipt of such written notification the company will publish a revised agenda no later than April 5 th, 2016. More information about the aforementioned rights and their execution can be found on the website of the company mentioned in section V below.
III. The right to ask questions
The shareholders can ask written questions to the board of directors and/or the auditor prior to the general meeting by having such questions delivered to the company by written notification according to section V below by no later than April 14th , 2016 at 17h00 (Belgian time). More information about the aforementioned right and its execution can be found on the website of the company mentioned in section V below.
IV. Power of attorney
Each shareholder can give a written power of attorney to be represented at the general meeting. A shareholder can only appoint one person as its representative. For the appointment of a representative the form prepared by the company has to be used. The originally signed power of attorneys must arrive at the registered office of the company or the address mentioned in section V below by no later than April 14th , 2016 at 17h00 (Belgian time). Within the same delay such form may also be provided to the company by fax or e-mail under the condition that such notification is signed electronically in accordance with the applicable Belgian law. The power of attorney form can be downloaded from the website of the company mentioned in section V below or can be requested in writing from Mrs. Hilde Noels or by e-mail to [email protected]. The shareholders are requested to follow the instructions mentioned on the power of attorney form to be validly represented at the general meeting. Every appointment of a holder of a power of attorney has to occur according to the applicable Belgian law, moreover with regard to conflicts of interests and the keeping of a register.
V. Notification and information
The mentioned terms for complying with the formalities to attend the general meeting have been set in accordance with the mandatory provisions of the Belgian Companies Code.
All notifications to the company in the framework of this convocation have to be addressed to:
Melexis NV Investor Relations Attn. Mrs. Hilde Noels c/o Transportstraat 1 3980 Tessenderlo Belgium
Phone : +32 13 670 779 Telefax : +32 13 672 134 E-mail: [email protected]
All required documents and additional information for purposes of the general meeting are available for the shareholders on the address mentioned in this paragraph 5 or the following website: http://www.melexis.com/investor\_info.aspx
The board of directors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.