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Quest for Growth NV — AGM Information 2016
Feb 15, 2016
3991_rns_2016-02-15_e13e2c91-495c-42d4-a690-447dcaa51525.pdf
AGM Information
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Quest for Growth
Privak, public investment company with fixed capital pursuant to Belgian Law
NOTICE CONVENING THE ORDINARY GENERAL MEETING OF QUEST FOR GROWTH
OPROEPING TOT DE ALGEMENE JAARVERGADERING BERICHT AAN DE AANDEELHOUDERS (privak – public investment company with fixed capital pursuant to Belgian law – public limited company) (the "Company")
De aandeelhouders worden uitgenodigd tot het bijwonen van de Algemene Vergadering, die gehouden zal worden NOTICE TO THE SHAREHOLDERS
op de zetel van de vennootschap "Jonge St. Jacob", Lei 19 te 3000 Leuven op donderdag 20 maart 2014 om 11.00u. The Board of Directors of Quest for Growth NV has the honour to invite you to the ordinary general meeting of the Company to be held at the registered office of the Company "Jonge St. Jacob", Lei 19 3000 Leuven at 11 A.M. on Thursday 17 March 2016, with the agenda and proposed resolutions set out below.
AGENDA
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- Presentation of the Report of the Board of Directors for the fiscal year closed on 31 December 2015;
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- Presentation of the Report of the Statutory Auditor for the fiscal year closed on 31 December 2015;
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- Approval of the annual accounts with regard to the financial year closed on 31 December 2015, including the allocation of the results
Proposed resolution:
The Board of Directors proposes the shareholders to approve the annual accounts with regard to the financial year closed on 31 December 2015, including the following allocation of the results:
Distributable profitsfor the financial year: € 37,899,036 Return on capital: € 37,735,442 Profit to be carried forward: € 163,594
- Discharge to the Directors and Auditor;
Proposed resolution:
The Board of Directors proposes the shareholders to grant a discharge, by separate vote, the Directors and the Statutory Auditor in respect of their duties for the past year;
- Appointment of statutory auditor and remuneration
Proposed resolution:
The general meeting resolves to reappoint of Klynveld Peat Marwick Goerdeler Bedrijfsrevisoren Burg. CV, 2550 Kontich, Prins Boudewijnlaan 24D, represented by Mr. Erik Clinck, as statutory auditor of the Company for a 3 year period to terminate immediately after the annual meeting that will consider the approval of the Financial year ending on December 2018. The general meeting further resolves to fix the annual remuneration at € 14.900 per year + the contribution to the IBR (VAT exclusive).
6. Granting of formalities
Proposed resolution:
The General Meeting grants a special power of attorney to Capricorn Venture Partners NV, Lei 19, box 1, 3000 Leuven, as to their employees, their representatives and proxy holders, with the right of substitution, in order to fulfil of any formalities at a company office in order to ensure the update of the information at the Crossroads Bank of Enterprises;
7. Any other business
REGISTRATION AND PARTICIPATION
The Board of Directors draws attention to the fact that only those persons who satisfy the two conditions mentioned under items A and B are authorized to attend and to vote at the extraordinary general meeting, namely:
A. The registration of their shares, in their name, by Thursday 3 March 2016 at 12 midnight (Belgian time) (the Registration Date).
For dematerialized shares: the registration shall be determined by the entry of the dematerialized shares, in the name of the shareholder, on the Registration Date, in the accounts of a recognized account holder or a clearing agency, without any action being required on the part of the shareholder.
For registered shares: the registration shall be determined by the entry of the registered shares, in the name of the shareholder, on the Registration Date, in the Company's shareholders' register, without any action being required on the part of the shareholder.
B. The notification, by the shareholder, of his intention to attend the extraordinary general meeting and of the number of shares for which he wishes to take part in the voting.
This notification and, where applicable, the ad hoc certificate should be submitted to the Company via Belfius Bank, by email ([email protected]), by post (Quest for Growth – att. Marc Pauwels – Lei 19 bus 3, 3000 Leuven) or by fax (+32 16 28 41 29).
The notification must be received by Belfius Bank or by the Company at the very latest at 12 midnight (Belgian time) on Friday 11 March 2016.
The holders of dematerialized shares receive a certificate from the recognized account holder or the clearing agency indicating the number of dematerialized shares that were entered in the name of the shareholder on the Registration Date. They are requested to request their financial institution to inform Belfius Bank immediately, and within the period indicated above, of their intention to attend the extraordinary general meeting, as well as of the number of shares for which they wish to take part in the voting.
The holders of registered shares are requested to inform Quest for Growth – att. Marc Pauwels – Lei 19 bus 3, 3000 Leuven – [email protected] - fax +32 16 28 41 29 - within the period indicated above, in writing of the number of shares for which they wish to take part in the voting at the extraordinary general meeting.
The Company emphasizes that these formalities are free of charge to the shareholders.
PROXIES
Article 32 of the articles of association of the Company allows shareholders to give a proxy to another person in writing, by email, or by fax. Should you cause yourself to be represented by a third party, you are invited to complete and sign the proxy forms available on our website (www.questforgrowth.com). A copy of the proxy paper must be submitted to Quest for Growth – att. Marc Pauwels – Lei 19 bus 3 3000 Leuven – fax +32 16 28 41 29 - at the very latest by 12 midnight (Belgian time) on Friday 11 March 2016. The undersigned originals must be handed to the proxyholder, who must on the day of the meeting hand them to the representatives of the Company in order to be admitted to the meeting.
Natural persons who take part in the meeting as shareholder, proxy or representative of a legal person must be able to prove their identity in order to gain admittance to the meeting. The representatives of legal persons must prove their identity as representative or special proxyholder of such a person. The Company emphasizes that these formalities are free of charge to the shareholders.
RIGHT TO ASK QUESTIONS
Shareholders who comply with the formalities for admission to the extraordinary general meeting may ask questions both verbally (during the meeting) or in writing before the meeting. Written questions must be submitted in writing at the very latest on the sixth day before the extraordinary general meeting at 12 midnight (Belgian time) on Friday 11 March 2016 - at the registered office of the Company – or electronically ([email protected]). Only those written questions posed by shareholders who have complied with the formalities that must be completed for admission to the meeting, and who have thus proven that they have the capacity of shareholder on the Registration Date, shall be answered during the meeting.
RIGHT TO ADD ITEMS TO THE AGENDA
One or more shareholders who jointly own more than 3 % of the capital may at the very latest on the twenty-second day (no later than 12 midnight (Belgian time) on Wednesday 24 February 2016) before the day of the extraordinary general meeting cause items for discussion to be placed on the agenda of the extraordinary general meeting and submit proposals for resolutions with respect to the items on the agenda if they prove that they are shareholders. Questions and proposals may be submitted in writing (Quest for Growth – att. Marc Pauwels – Lei 19 bus 3 3000 Leuven) or by email ([email protected]). Receipt will be confirmed by the Company within 48 hours.
REVISED AGENDA
Should shareholders who have the right to do so wish to add additional items or proposed resolutions to the agenda, a revised agenda shall be announced at the very latest at 12 midnight (Belgian time) on Wednesday 2 March 2016 on the website of the Company (www.questforgrowth.com).
All reports, useful information and documents to be submitted to the meeting are available at the registered office of the Company or on the website of the Company: www.questforgrowth.com.
In order to allow the meeting to start promptly the shareholders are requested to be present at least a quarter of an hour before the time the meeting is due to open. We thank you in advance for your cooperation. The Board of Directors
QUEST FOR GROWTH NV
Privak, public investment company with fixed capital pursuant to Belgian Law Lei 19, box 3 B-3000 Leuven - Phone: +32 (0)16 28 41 28 - Fax: +32 (0)16 28 41 29 www.questforgrowth.com - [email protected]