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Orange Belgium S.A. — AGM Information 2014
Apr 1, 2014
3986_rns_2014-04-01_275b821e-9dc9-481a-9863-afaae1be3310.pdf
AGM Information
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MOBISTAR LIMITED LIABILITY COMPANY AVENUE DU BOURGET 3 / BOURGETLAAN 3 1140 BRUSSELS
VAT BE 0456.810.810 RLE BRUSSELS
DETAILED INFORMATION CONCERNING THE RIGHTS OF SHAREHOLDERS IN ACCORDANCE WITH ARTICLES 533ter AND 540 OF THE BELG ACCORDANCE WITH 533ter 540 OF BELGIAN BELGIAN COMPAN IAN COMPANIES CODE GENERAL MEETING OF 7 MEETING 7MAY 2014
I- The right of shareholders to add new agenda The right of to add new agenda items to the agenda of the the agenda of the general meeting and/or present new meeting and/or present new present proposals for decision concerning proposals for decision concerning proposals agenda items that were or will be written in the agenda items that were or will be written in the agenda were will written in agenda.
One or more shareholders who together own at least 3% of the share capital of the company have the right to (i) add new agenda items to the agenda of the annual, extraordinary and special general meeting which will take place on 7 May 2014 at 11.00 hours at the registered office of the company and/or to (ii) present new proposals for decision concerning agenda items that were or will be written in the agenda.
Any shareholder or shareholders who exercise this right must comply with the following two conditions conditions for their question to be eligible for consideration at the general meeting:
- (i) They must prove that they hold the above mentioned percentage on the date of their request (either by producing a certificate of registration of those shares in the share register of the company, or by producing a certificate from a recognized account holder or by a clearing house evidencing that the relevant number of dematerialised shares are registered in the shareholders name on an account held by the recognized account holder or by the clearing house); and
- (ii) They must demonstrate that they are still a shareholder holding 3% of the share capital on the Record date (Wednesday WednesdayWednesday 23 April 2014 at 24 .00 hours). hours
This right can be exercised by delivering the text of the new agenda items and equivalent proposals for decisions and/or of the proposals for decision to the company via e-mail ([email protected]) or via postal services (at the registered office of the company – for the attention of Ms Anske De Porre). Any requests to this
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end must arrive at the company at the latest on Tuesday Tuesday 15 April 201 April 2014 at 16.00 hours. The company will confirm receipt of these reque hours sts by e-mail or postal services at the address given to it by the shareholder.
The agenda which will then, as the case may be, be modified will be published at the latest on Tuesday Tuesday Tuesday 22 April 201 April 201 April 2014 (on the website of the company at the following address http://corporate.mobistar.be/en/, in the Belgian Official Gazette and in the press).
An ad hoc form for voting by proxy or by correspondence completed with the additional items and/or proposals for decision will be made available on the company's website at the following address: http://corporate.mobistar.be/en/ at the same time as the publication of the revised agenda, namely at the latest on Tuesday 22 Tuesday 2222April 201 pril 201 pril 2014.
The proxies notified to the company before the publication of the revised agenda remain valid for those agenda items they cover. As an exception to this rule, the proxy holder can, for the agenda items for which in accordance with article 533ter of the Belgian Companies Code new proposals for decisions have been submitted, deviate during the meeting from the instructions of the proxy giver, if carrying out the instructions could prejudice the interests of the proxy giver. The proxy holder must inform the proxy giver of this. The proxy must state whether the proxy holder is entitled to vote on the newly-added items on the agenda, or if he/she should abstain.
Similarly the forms for voting by correspondence which the company would have received before the publication of the revised agenda remain valid for the agenda items they cover. As an exception to this rule, voting on an agenda item for which in accordance with article 533ter of the Belgian Companies Code a new proposal for decision has been submitted is null and void.
II- Right of the shareholders to ask questions in writi Right of the in writing
The shareholders have the right to ask questions in writing to the directors and/or the auditor of the company before the annual, extraordinary and special general meeting of Wednesday 7 Wednesday 7May2014.
The exercise of this right is subject to the following two conditions two conditions conditions:
- (i) Being a shareholder on the Record date (Wednesday Wednesday Wednesday 23 April 201 pril 2014 at 24.00 hours 24.00 hours .00 hours); and
- (ii) Having informed the company of the intent to participate in the general meeting in accordance with the stipulations set out in the convocation notice.
These questions can be submitted prior to the general meeting via fax (+32 2 745 86 45), e-mail ([email protected]) or postal service (sent to the registered office of the company – for the attention of Ms Anske De Porre). These questions must arrive at the company at the latest on Thursday 1 May Thursday 1 May Thursday 2014at16.00hours.
Please note that 1 May is a public holiday in Belgium. In case the written questions are sent via postal services, we advise the shareholders to make sure that these written questions arrive at the latest on Wednesday 30 April 2 Wednesday 30 April 2014 at 16.00 hou 30 2014 at 16.00 hours 014 16.00 hours at the company.
During the general meeting, the directors will answer the questions which have been addressed by the shareholders in writing (or orally during the meeting) concerning their report or the agenda items in so far as the communication of data or facts is not of such a nature that it would be detrimental to the commercial interests of the company or to the confidentiality to which the company or its directors have committed themselves.
The auditor will answer the questions which have been addressed by the shareholders in writing (or orally during the meeting) concerning his report in so far as the communication of data or facts is not of such a nature that it would be detrimental to the commercial interests of the company or to the confidentiality to which the company, its directors or the auditor have committed themselves. He has the right to speak during the general meeting in connection with the fulfillment of his task.
If different questions deal with the same subject matter, the directors and/or auditor may provide one global answer.
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