AGM Information • Mar 16, 2018
AGM Information
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Public limited liability company
Rozendaalstraat 12, 8900 Ieper (Belgium) Register Legal Persons Ghent, division of Ieper 0435.604.729 (the "company")
The board of directors of MELEXIS NV is honoured to invite its shareholders to attend the annual shareholders' meeting that will be held on Friday April 20th, 2018 at 11h00 am at the Novotel Ieper Centrum, Sint-Jacobsstraat 15, 8900 Ieper, Belgium.
Proposed resolution: Subsequent to the examination of the annual report and the report of the statutory auditor and to the discussion of the annual accounts, and other documents to be deposited in accordance with the Companies Code and the consolidated annual accounts for the financial year ending on December 31st, 2017, the annual accounts and other documents to be deposited in accordance with the Companies Code for the financial year ending on December 31st, 2017 are approved.
The ordinary result amounts to EUR 9.378.533,19. Including the result carried forward from the financial year ending on December 31st, 2016, the total result to be appropriated for the financial year ending on December 31st, 2017, amounts to EUR 294.806.473,50. It is proposed that this result be allocated as determined in the annual accounts closed on December 31st, 2017, as follows:
(*) On a per share basis this represents a gross dividend for 2017 of EUR 2,10. Taking into account the gross interim dividend of EUR 1,30 per share paid in October 2017, a balance gross amount of EUR 0,80 will be payable as from April 26th, 2018. The Melexis shares will start trading ex coupon on April 24th, 2018 (opening of the market). The record date is April 25th, 2018 (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 2017.
Proposed resolution: The directors and their permanent representatives are discharged from liability for their mandate executed during the previous financial year.
Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the previous financial year.
Proposed resolution: The meeting decides to proceed to the re-appointment of the following directors for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting of 2022:
Proposed resolution: The meeting decides to proceed to the re-appointment of one independent director, in accordance with article 526ter BCC and provision 4 of the Corporate Governance Code, for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting of 2022:
- Mrs. Martine Baelmans, residing at Marie Popelinlaan 1, BE-3001 Leuven
The director will receive an annual gross remuneration of EUR 15.000,00 for this mandate.
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 order to be admitted and to exercise their voting rights on the annual shareholders' meeting, the shareholders of the company must comply with Article 536, §2 BCC and the articles of association of the company, and fulfil the following two conditions:
The company has to be able to determine whether on April 6th, 2018 at 24h00 (Belgian time) ("Registration Date"), a shareholder was in the possession of the number of shares he/she wishes to attend the annual shareholders' meeting with, either by registration in the company's register of registered shares, or via registration in the accounts of a certified account holder or relevant settlement institution for dematerialized shares. The settlement institution, a certified account holder or financial intermediary must issue a certificate to the holder of dematerialized shares, confirming the number of dematerialized shares registered on April 6th, 2018 at 24h00 (Belgian time).
The shareholders whose shares are registered at the Registration Date, also have to notify the company no later than April 14th, 2018 at 17h00 ("Notification Date") that they wish to attend the annual shareholders' meeting, as follows:
Only persons who are shareholder of the company on the Registration Date and who have confirmed their attendance at the annual shareholders' meeting no later than the Notification Date, are entitled to attend, speak and vote at the annual shareholders' meeting.
II. The right to add items to the agenda and to file resolution proposals
Shareholders who alone or together with other shareholders hold at least 3% of the share capital of the company have the right to put additional items on the agenda of the annual shareholders' meeting and to table draft resolutions in relation to items that have been or are to be included in the agenda. Shareholders wishing to exercise this right, will have to deliver a notification to the company according to section V below no later than March 29th, 2018 at 17h00 (Belgian time). After receipt of such written notifications the company will publish a revised agenda no later than April 5th, 2018. 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
Each shareholder has the right to ask questions to the directors and/or the auditor prior to the annual shareholders' meeting. Questions can be asked during the meeting or can be submitted in writing prior to the meeting. Written questions must be delivered by notification according to section V below by no later than April 14th, 2018 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 annual shareholders' meeting. A shareholder can only appoint one person as its representative. The shareholders who wish to be represented by means of a power of attorney, are requested to use the form therefore prepared by the board of directors which is made available at 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 originally signed power of attorneys must reach the company by mail at its registered office or the address mentioned in section V below by no later than April 14th , 2018 at 17h00 (Belgian time). In addition, the form may also be provided to the company, within the same timing, by fax or e-mail under the condition that such notification is signed electronically in accordance with the applicable Belgian law. 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:https://www.melexis.com/en/investors/share-information/shareholders-meetings
The board of directors
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