AGM Information • Apr 27, 2018
AGM Information
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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: | $+$ $\in$ 26,302,493.28 | |
|---|---|---|
| Profit brought forward from the previous year: | $+$ $-$ | € 53,596,622.59 |
| Result to be appropriated: | $=$ $\in$ 79,899,115.87 | |
| Gross dividend on shares (*): | $ \in$ 12,050,798.54 | |
| Transfer to legal reserve | $ \in$ 1,315,124.66 | |
| Profit to be carried forward: | $=$ $\in$ 66,533,192.67 |
Resolution No 4.1. : Renewal of the mandate of THIJS JOHNNY BVBA, represented by its permanent representative Mr. Johnny THIJS, as non-executive and independent director, for a new term of three vears expiring after the Ordinary General Meeting of $2021.$
Resolution No 4.2. : Renewal of the mandate of COMPAGNIE DU BOIS SAUVAGE SERVICES S.A., represented by its permanent representative Mr. Benoit DECKERS, as non-executive director, for a new term of three years expiring after the Ordinary General Meeting of 2021.
Resolution No 4.3. : Renewal of the mandate of COMPAGNIE DU BOIS SAUVAGE S.A., represented by its permanent representative Mr. Pierre-Yves de LAMINNE de BEX, as non-executive director, for a new term of three years expiring after the Ordinary General Meeting of 2021.
Resolution No 4.4. : Renewal of the mandate of REVALUE BVBA., represented by its permanent representative Mr. Luc MISSORTEN, as non-executive and independent director, for a new term of three years expiring after the Ordinary General Meeting of 2021.
Resolution No 4.5. : Renewal of the mandate Mr. Kurt PIERLOOT, as non-executive and independent director, for new a term of three years expiring after the Ordinary General Meeting of 2021.
Resolution 5.1. : Confirmation of THIJS JOHNNY BVBA represented by its permanent representative Mr. Johnny THIJS, as independent director, in the sense of articles 524 §2 and 526bis §2 of the Companies Code. Mr. Johnny THIJS 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.
Resolution 5.2. : Confirmation of REVALUE BVBA represented by its permanent representative Mr. Luc MISSORTEN, as independent director, in the sense of articles 524 §2 and 526bis §2 of the Companies Code. Mr. MISSORTEN 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.
Resolution 5.3. : Confirmation of Mr. Kurt PIERLOOT as independent director, in the sense of articles 524 §2 and 526bis §2 of the Companies Code. Mr. PIERLOOT 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.
Examination of the remuneration report for financial year 2017, as referred to in the corporate governance statement.
Resolution No 6.1. : Approval of the remuneration report 2017.
Resolution No 6.2. : Fixing and approval of the Directors' emoluments for 2018, i.e.:
Resolution No 6.3. : Fixing of the amount of fees for the members of the Audit Committee for 2018 at € 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 2018 at € 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:
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.
New edition of the Stock Option Plan of the Recticel Group.
The Board of Directors intends to issue in 2019, 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.
Resolution No 7.1 : The Meeting gives 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 Recticel Group's Stock Option Plans of December 2012, April 2014, June 2015, April 2016 and June 2017 (warrant plans December 2012, April 2014, June 2015, April 2016, June 2017) issued by the Board of Directors Administration contain clause 6.2. which gives the beneficiaries the right to exercise their warrants, if applicable under the conditions determined by the Board of Directors, immediately in the event of a change of control (that is, in the event of a transfer, in one or more transactions, more than fifty percent (50%) of the voting rights) or in the case of the launch of a public share purchase offer.
Resolution No. 8.1. : Following the issuance by the Board of Directors of the Recticel Group's Stock Option Plans in December 2012, April 2014, June 2015, April 2016 and June 2017 (warrants plans December 2012, April 2014, June 2015, April 2016, June 2017), approval in accordance with article 556 of the Companies Code of clause 6.2. of the abovementioned Recticel Group Share Option Plans.
In order to attend the General Meeting 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 15 May 2018 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 23 May 2018, that they wish to attend the General Meeting. At the same time, they must also announce the number of shares with which they wish to vote at the General Meeting.
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 Meeting.
The holders of bonds, warrants or certificates issued in cooperation with the Company, who may attend the General Meeting 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 Meeting.
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 Meeting 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 7 May 2018.
Pursuant to Article 32 of the Company's Articles of Association, every shareholder is given the opportunity to be represented at the General Meeting by a special agent or to vote by letter before the meeting. The Company must receive, on 23 May 2018 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 Meeting.
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 23 May 2018.
In order to attend, or to be represented at, the General Meeting, 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 Meeting.
All documents related to these General Meeting 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:
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