AGM Information • Apr 28, 2017
AGM Information
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1140 Brussels (Evere) R.L.P. Brussels 0405.666.668
The Board of Directors invites the Shareholders
At the registered office of the company in Evere (1140 Brussels), Avenue des Olympiades 2, to participate to the ORDINARY GENERAL MEETING of the Company.
| Profit for the financial year: | $+$ $\in$ 25,005,896.21 |
|---|---|
| Profit brought forward from the previous year: | € 39,572,274.79 |
| Result to be appropriated: | $=$ $\in$ 64,578,171.00 |
| Gross dividend on shares (*): | $ \in$ 9.731.253.60 |
| Transfer to legal reserve | € 1,250,294.81 |
| Profit to be carried forward: | $=$ $\in$ 53,596,622.59 |
Resolution No 4.1. : Notification that the mandate of REVAM BVBA, represented by Mr. Wilfried VANDEPOEL, as non-executive director, will end after the Ordinary General Meeting of 30 May 2017. It is not available for a renewal of the mandate. Decision is to foresee a replacement.
Resolution No 4.2. : In replacement of REVAM BVBA, represented by Mr. Wilfried VANDEPOEL, appointment of IPGM Consulting GmbH, represented by Ms. Anne De Vos, as non-executive and independent director, for a term of three years expiring after the Ordinary General Meeting of 2020.
Election of IPGM Consulting GmbH, represented by Ms. Anne De Vos, as independent director in the sense of articles 524 §2 and 526bis §2 of the Companies Code. She meets all the criteria indicated in article 526ter of the Companies Code as well as the independence criteria of the Code on Corporate Governance 2009.
Ms. Anne De Vos obtained an MBA in international marketing and a Master in Chemical Engineering and gained experience amongst others with Givaudan and Sigma Aldrich Corporation.
Examination of the remuneration report for financial year 2016, as referred to in the corporate governance statement.
Resolution No 6.1.: Approval of the remuneration report 2016.
Resolution No 6.2. : Fixing and approval of the Directors' emoluments for 2017, i.e.:
Resolution No 6.3. : Fixing of the amount of fees for the members of the Audit Committee for 2017 at $\epsilon$ 2,500 per meeting and for the Chairman of the Audit Committee at $\epsilon$ 5,000 per meeting.
Resolution No 6.4. : Fixing of the amount of fees for the members of the Remuneration and Nomination Committee for 2017 at $\epsilon$ 2,500 per meeting and for the Chairman of the Remuneration and Nomination Committee at $\epsilon$ 5,000 per meeting.
In respect of the provisions laid down under Article 520ter of the Companies Code concerning variable remuneration for the members of the Management Committee and the need to defer variable remuneration payments over a three year period in case certain thresholds are passed, the Board of Directors states the following:
keep the variable remuneration payment structure at the same level for all Management Committee members;
Taking the above into consideration and as the target variable remuneration bonus payout for the Managing Director and CEO surpasses the 25% maximum threshold. . the Board of Directors proposes to the General Shareholders' meeting to approve the said deviation from the principle of a deferral over three years, and hence to allow the full payment of the variable remuneration within one year.
Resolution No 6.5. : Approval of the deviation from the principle of a deferral over three years to allow, for the benefit of the Managing Director and CEO, Olivier Chapelle SPRL, the full payment of the variable remuneration within one year.
The Board of Directors intends to issue in the course of the period until the next Ordinary General Meeting of May 2018, within the framework of the authorised capital, a new edition of the Stock Option Plan of the Recticel Group. To this effect, it requests the authorisation of the General Meeting, not through any legal obligation but in accordance with the 2009 Code of Corporate Governance.
The Meeting is requested to give its authorisation to the Board of Directors so that, if appropriate, it can issue a new edition of the Stock Option Plan of the Recticel Group in favour of the senior managers of the Recticel Group. If the Board of Directors decides to do this, the new edition will include the issue of a maximum of 500,000 stock options, with a period for exercising the option of three to maximum nine years and an unavailability period of three years, to be allocated to the beneficiaries free of charge. The issue price will be fixed on the basis of the average price of a Recticel share over the normal period preceding the offer.
The Board of Directors invites the shareholders to participate at the EXTRAORDINARY GENERAL MEETING of the Company, that will take place just after the Ordinary General Meeting here above mentioned and that will validly deliberate in accordance with the provisions of article 558 of the Companies Code.
1.1. Proposal forming the subject of the first resolution: Special report by the Board of Directors drawn up in accordance with Article 604, paragraph 2 of the Company Code justifying the renewal of the authorised capital.
1.2. Proposal forming the subject of the second resolution to create for a period of validity of three years a new authorised capital equivalent to the current amount of the subscribed capital, effective as of the date of the date of publication into the appendices of the Belgian Official Gazette, and consequently to cancel the unused balance of the authorised capital existing on the date of the publication of this resolution into the Belgian Official Gazette.
1.3. Proposal forming the subject of the third resolution to renew for a further term of three years the authorisation given to the Board of Directors to make use, within the limits fixed by law, of the authorised capital in the event of a takeover bid.
Amendment of the Articles of Association to mention the new authorised capital. $1.4$ Proposal forming the subject of the fourth resolution to amend the Company's Articles of Association to mention the new authorised capital, as follows: Article six:
Adapt the wording of the first subparagraph to mention the new authorised capital as well as replace the date "twenty-two July two thousand fifteen" by the actual date on which the present resolution is passed by the General Meeting.
In the last subparagraph of this Article, replace twice the date "twenty-two July two thousand fifteen" by the actual date on which the present resolution is passed by the General Meeting.
Renewal of the authorisations given to the Board of Directors to acquire and dispose of own shares.
2.1. Proposal forming the subject of the fifth resolution: proposal to renew for a further period of three years the two authorisations given to the Board of Directors in accordance with Articles 620, paragraph 1, and 622, paragraph 2, 2° of the Company Code to acquire and dispose of own shares when this acquisition or disposal is necessary to prevent the Company from suffering serious and imminent damage, effective as of the date of publication of this resolution into the Appendices of the Belgian Official Gazette.
2.2. Proposal forming the subject of the sixth resolution: proposal to amend Article fifteen of the Company's Articles of Association to mention the new authorisation referred to in item 2.1. on the agenda.
2.3. Proposal forming the subject of the seventh resolution: proposal that the Board of Directors of the Company be granted authority, with power of subdelegation, valid for a period of five years, to purchase the Company's own shares, provided the fractional value of the Company's shares held as portfolio assets does not exceed 20% of its authorized capital, at a unit price not lower than the average of the last twenty closing prices on the Euronext Brussels exchange immediately preceding the purchase at a maximum premium of 20% or a maximum discount of 20%. To the extent permitted by law, this authorization shall apply to all market or over-the-counter acquisitions for value in the widest sense. This authorization supersedes and cancels the authorization granted by the Extraordinary General Meeting of 22 July 2015, effective as of the date of publication of this resolution into the Appendices of the Belgian Official Gazette.
In order to attend the General Meetings or to be represented and exercise voting rights, every shareholder must fulfil the two conditions set out below, pursuant to Article 31 of the Company's Articles of Association:
Registration of their shares on 16 May 2017 at midnight (Belgian time) ("Registration Date"), either by entry in the register of nominative shares of the Company, or by entry on the accounts of an official accountholder or a liquidation institution.
Confirmation to the Company, at the latest on 24 May 2017, that they wish to attend the General Meetings. At the same time, they must also announce the number of shares with which they wish to vote at the General Meetings.
The holder of dematerialised shares must also submit a certificate from the official accountholder or liquidation institution to the Company which indicates with how many shares, registered in the name of the shareholder on the Registration Date, they intend to take part in the General Meetings.
The holders of bonds, warrants or certificates issued in cooperation with the Company, who may attend the General Meetings with an advisory vote, pursuant to Article 537 of the Companies Code, are requested to comply with the formalities of registration and prior notification referred to above.
Only those being registered as shareholders on the Registration Date shall have the right to attend and vote at the General Meetings.
Pursuant to Article 30 of the Company's Articles of Association, one or more shareholders, who together hold at least 3% of the share capital, may add items to be discussed to the agenda of the General Meetings and submit motions for resolutions with regard to the items on or to be placed on the agenda. The Company must receive such requests, together with the evidence of the required participation, no later than 8 May 2017.
Pursuant to Article 32 of the Company's Articles of Association, every shareholder is given the opportunity to be represented at the General Meetings by a special agent or to vote by letter before the meeting. The Company must receive, on 24 May 2017 at the latest, the powers of attorney and voting forms. The signed originals must be submitted to the members of the bureau no later than the day of the General Meetings.
Pursuant to Article 33 of the Company's Articles of Association, shareholders who have fulfilled the aforementioned conditions to access, may ask questions to the Directors and the Auditor regarding their report or items on the agenda. The Company must receive the questions in writing no later than 24 May 2017.
In order to attend, or to be represented at, the General Meetings, holders of shares, bonds, warrants or certificates issued with the cooperation of the Company, as well as authorised agents, must present proof of their identity (identity card or passport) and representatives of legal entities must, in addition, provide proof of their powers of representation (relevant company documents). The Company must receive this proof, at the latest, on the day of the General Meetings.
All documents related to these General Meetings are made available on the Company's website (www.recticel.com) and are also available at the Company's registered office.
The notification and all other notices or correspondence to the Company must be for the attention of Mr Dirk Verbruggen, General Counsel & General Secretary, as follows:
either by post: Recticel SA/NV, Avenue des Olympiades 2, B-1140 Brussels;
by e-mail: [email protected];
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