AGM Information • Mar 22, 2013
AGM Information
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The board of directors of Telenet Group Holding NV invites the holders of securities issued by the company to the annual and an extraordinary general shareholders' meeting of the company. The annual general shareholders' meeting will be shortly adjourned in order to be continued as an extraordinary general shareholders' meeting before Notary Public.
Date, time and location: The annual and extraordinary general shareholders' meeting will be held on April 24, 2013 at 3.00 p.m. CET at the registered office of the company or at any other place which will be indicated there. There is no quorum requirement for the annual general shareholders' meeting. There is however a quorum requirement for the extraordinary general shareholders' meeting (see also under "Extraordinary Shareholders' Meeting"). If the quorum for the extraordinary general shareholders' meeting would not be obtained, a second extraordinary general shareholders' meeting will be held on May 29, 2013 at 3.00 p.m. at the same location as the first meeting, unless indicated otherwise.
Doors open: In order to facilitate an expedient registration, the participants to the annual and extraordinary general shareholders' meeting are requested to be present at least half an hour prior to the commencement of the meeting.
Agenda and proposed resolutions: The agenda and proposed resolutions for the annual general shareholders' meeting, which, as the case may be, can be amended at the meeting by the Chairman of the board of directors, are as follows:
Communication of and discussion on the annual report of the board of directors and the report of the statutory auditor on the statutory financial statements for the fiscal year ended on December 31, 2012.
Communication and approval of the statutory financial statements for the fiscal year ended on December 31, 2012, and of the proposed allocation of the result.
Proposed resolution: approval of the statutory financial statements for the fiscal year ended on December 31, 2012, including the allocation of the result as proposed by the board of directors. The allocation includes the decision to pay an extraordinary (gross) dividend of seven euro ninety cent (€7.90) per share outstanding at the date of the annual general shareholders' meeting, but excluding the own shares held by the company. The board of directors is authorized to determine and communicate the procedure and formalities, the exdividend date and the payment date of the dividend in accordance with applicable legislation and regulations.
The right to receive payment of the extraordinary dividend will be represented by coupon number seven (7), with corresponding arrangements for dematerialized shares.
Communication of and discussion on the annual report of the board of directors and the report of the statutory auditor on the consolidated financial statements for the fiscal year ended on December 31, 2012.
Communication of and discussion on the remuneration report, included in the annual report of the board of directors for the fiscal year ended on December 31, 2012.
Proposed resolution: approval of the remuneration report for the fiscal year ended on December 31, 2012.
Communication of and discussion on the consolidated financial statements for the fiscal year ended on December 31, 2012.
Proposed resolution: to grant discharge from liability to the directors who were in office during the fiscal year ended on December 31, 2012, for the exercise of their mandate during said fiscal year.
Proposed resolution: to grant discharge from liability to the statutory auditor for the exercise of his mandate during the fiscal year ended on December 31, 2012.
Proposed resolution: Acknowledgment of the voluntary resignation as director of the company by Mr. Friso van Oranje-Nassau, Mr. Duco Sickinghe and Mr. Jim Ryan and, upon recommendation by the board of directors, based on the advice of the remuneration & nomination committee of the board of directors of the company, appointment of Mr. John Porter as director of the company, for a term of 4 years, with immediate effect and until the closing of the annual general shareholders' meeting of 2017.
Further information in relation to Mr. Porter and his curriculum vitae can be found in the corporate governance chapter in the annual report of the board of directors available on the website of the company.
Upon recommendation of the remuneration & nomination committee of the board of directors of the company, decision to determine the fixed annual remuneration for all directors, except the directors appointed upon nomination of the majority shareholder and the CEO, to €45,000 per annum for each of these directors and to €100,000 per annum for the Chairman of the board of directors. The other remuneration principles of the directors, as determined by the general shareholders' meeting of April 28, 2010, remain unchanged.
Proposed resolution: In as far as necessary and required, the general shareholders' meeting authorises the board of directors of the company to issue and grant in the future new stock options and/or warrants (together "options") to the CEO, members of the executive team and to employees of the Company and its subsidiaries or other (self-employed) persons (where applicable under the authorized capital as approved by the general shareholders' meeting on April 25, 2012), and to determine the terms and conditions of the options, whereby the board of directors:
In as far as necessary and required, the general shareholders' meeting furthermore:
"variable remuneration" for purposes of Article 520ter of the Belgian Company Code;
(i) approves that the shares acquired by employees within the framework of a stock purchase plan (upon which the board of directors might resolve in the future) will remain freely transferable after the period of two years (following their acquisition) during which they cannot be transferred.
Quorum: There is no quorum requirement in relation to the deliberation and voting on the respective items mentioned in the agenda of the annual general shareholders' meeting.
Voting: Subject to the applicable legislation, each share entitles to one vote. In accordance with Article 537 of the Belgian Company Code, the holders of warrants issued by the company have the right to attend the general shareholders' meeting, yet with advisory vote only.
Agenda and proposed resolution: The agenda and proposed resolution for the extraordinary general shareholders' meeting, which, as the case may be, can be amended at the meeting by the Chairman of the board of directors, is as follows:
Proposed resolution: decision to make, following and subject to the condition precedent of the resolution with respect to the extraordinary dividend payment set forth in item 2 of the agenda of the annual shareholders' meeting held before this meeting, the following amendments to the conditions and features of the warrants mentioned hereafter, and to the resolutions related thereto that have been approved in the past:
(a) In this resolution, the following terms with a capital letter have the following meaning (unless the context requires otherwise):
"Share": "Share", as defined in the articles of association of the company;
"Warrant": each of the warrants, called (A) "Warrants 2007" which were issued by resolution of the extraordinary general shareholders' meeting of December 27, 2007, (B) "Warrants 2008", which were issued by resolution of the extraordinary general shareholders' meeting of May 29, 2008, (C) "Warrants 2009", which were issued by resolution of the extraordinary general shareholders' meeting of May 28, 2009, and (D) "Warrants 2010", which were issued by resolution of the extraordinary general shareholders' meeting of April 28, 2010;
"Ex-Date": the date on which the Share is traded on Euronext Brussels without coupon number seven (7) (being the right to receive payment of the extraordinary dividend) for the first time, which date will be determined by the board of directors;
"Conversion Ratio": the result of the fraction with (A) as numerator (x) the last closing stock exchange price of the company's Share as listed on Euronext Brussels with coupon number seven (7) attached thereto (the "Reference Stock Price"), less (y) the amount of the extraordinary dividend, and (B) as denominator the Reference Stock Price, and this rounded to six numbers after the comma, whereby the following rounding rules will be applied: if the calculation number results into a number with more than six numbers after the comma, the number will be rounded up to the nearest higher number with six numbers after the comma (if the seventh number after the comma is higher than or equal to five (5)) or rounded down to the nearest lower number with six numbers after the comma (if the seventh number after the comma is less than five (5));
(ii) subject to and to the extent of the exercise of a Warrant, per exercised Warrant, the company's share capital will be increased, mutatis mutandis, in accordance with the issuance and exercise conditions of the concerned Warrant, taking into account the amendments set forth in item (b).
Quorum: In accordance with the Belgian Company Code, a quorum of at least 50% of the outstanding shares must be present or represented at the extraordinary shareholders' meeting in relation to the deliberation and voting of the respective items mentioned in the agenda of the extraordinary shareholders' meeting. If this quorum would not be obtained, a second extraordinary general shareholders' meeting will be held, unless announced otherwise. The quorum requirement will not apply to this second meeting.
Voting: Subject to the applicable legislation, each share entitles to one vote. In accordance with Article 537 of the Belgian Company Code, the holders of warrants issued by the company may attend the extraordinary general shareholders' meeting, hence with advisory vote only.
Registration date: The registration date for the annual and extraordinary general shareholders' meeting shall be Wednesday April 10, 2013, at midnight (12:00 a.m., Central European Time, GMT+1). Only persons owning securities of the company on Wednesday April 10, 2013, at midnight (12:00 a.m., Central European Time, GMT+1) shall be entitled to participate and, as the case may be, vote at the annual and extraordinary general shareholders' meeting. Only shareholders are entitled to vote. The holders of warrants issued by the company can attend the general meetings but only with an advisory vote. Shareholders, as well as holders of warrants issued by the company must satisfy the formalities that are described under "Conditions of admission".
Conditions of admission: In order to be admitted to the general shareholders' meetings of the company, the holders of securities issued by the company must comply with Article 536 of the Belgian Company Code and with the company's articles of association, and must fulfill the following formalities and make the following notifications:
include with this notice the certificate delivered by the certified account holder, the applicable settlement institution, or the relevant financial intermediary, on the registration date and confirming the number of securities that were owned by them on the registration date.
Powers of Attorney: The holders of securities issued by the company, who wish to be represented by means of a power of attorney, are requested to use the proxy form established by the board of directors and that is made available at the registered office (Liersesteenweg 4, 2800 Mechelen, Belgium) and on the following website of the company: investors.telenet.be. The proxy must be signed in writing. Signed proxies must reach the company by registered or regular mail at its registered office (Liersesteenweg 4, 2800 Mechelen, Belgium, Attn. Investor Relations) on or before Thursday, April 18, 2013 at the latest. The appointment of a power of attorney must be made in accordance with the applicable rules of Belgian law, including in relation to conflicts of interest and the keeping of a register. Furthermore, they must comply with the formalities for participation to the meetings, as described above.
Voting by mail: Each shareholder further has the right to cast its votes by mail. Votes by mail must be cast by means of the form made available at the company's registered office (Liersesteenweg 4, 2800 Mechelen, Belgium) and on the following website of the company: investors.telenet.be. The postal voting form must be signed in writing. Signed voting by mail forms must reach the company by registered or regular mail at its registered office (Liersesteenweg 4, 2800 Mechelen, Belgium) on Thursday, April 18, 2013 at the latest. Furthermore, shareholders must comply with the formalities for participation to the meetings, as described above.
Additional agenda items and proposed resolutions: Shareholders who alone or together with other shareholders hold at least 3% of the outstanding shares of the company have the right to put additional items on the agenda of the annual and extraordinary general shareholders' meeting and to table draft resolutions in relation to items that have been or are to be included in the agenda. If the required quorum for the extraordinary general shareholders' meeting is not reached and a second extraordinary general shareholders' meeting is convened, this right will not apply in relation to the agenda of the second extraordinary general shareholders' meeting. Shareholders wishing to exercise this right must prove on the date of their request that they own at least 3% of the outstanding shares. The ownership must be based: for bearer shares, on a certificate issued by a financial intermediary confirming the number of bearer shares that has been deposited; for dematerialized shares, on a certificate issued by the applicable settlement institution for the securities concerned, or by a certified account holder, confirming the number of securities that have been registered in the name of the relevant shareholders; and, for registered shares, on a certificate of registration of the relevant shares in the share register book of the company. In addition, the shareholders concerned must, in any case, comply with the formalities to participate to the meetings, with at least 3% of the outstanding shares. A request to put additional items on the agenda and/or to table draft resolutions must be submitted in writing, and must contain, in the event of an additional agenda item, the text of the agenda item concerned and, in the event of a draft resolution, the text of the draft resolution. The request must also mention the mail or email address to which the company will send the confirmation of receipt of the request. The request must reach the company by mail at its registered office (Liersesteenweg 4, 2800 Mechelen, Belgium) or by e-mail at [email protected] at the latest on or before Tuesday, April 2, 2013. In case of amendments to the agenda and proposed additional resolutions as aforementioned, the company will publish an amended agenda with, as the case may be, additional agenda items and additional draft resolutions no later than on or before Tuesday, April 9, 2013 at the latest. In addition, the company shall make amended forms available for votes by mail and votes by proxy. Proxies and votes by mail that reach the company prior to the publication of an amended agenda remain valid for the agenda items to which the proxies and votes by mail apply, subject, however, to applicable law and the further clarifications set out on the proxy forms and postal voting form.
Questions to the directors and/or the external auditor of the company: Each shareholder has the right to ask questions to the directors or the external auditor of the company related to items on the agenda of a general shareholders' meeting, provided that he/she has complied with the formalities to register for the meeting as explained further in this notice. Questions can be asked during the meeting or can be submitted in writing prior to the meeting. Written questions must reach the company by mail at its registered office (Liersesteenweg 4, 2800 Mechelen, Belgium) or by e-mail at [email protected] at the latest on or before Thursday, April 18, 2013. Written and oral questions will be answered during the meeting concerned in accordance with applicable law.
Documents: The following documentation is available on the company's website (investors.telenet.be) as of thirty (30) days prior to the general shareholders' meetings: the notice convening the annual and extraordinary general shareholders' meeting, the agenda and additional proposed resolutions or, if no resolutions are proposed, a commentary by the board of directors, updates of the agenda and proposed resolutions, in case of amendments to the agenda and proposed resolutions, the documents to be submitted to the annual and extraordinary general shareholders' meeting as referred to in the agendas of the respective meetings, a registration notice, the postal voting forms, and the proxy forms. Prior to the annual and extraordinary general shareholders' meeting, holders of securities of the company can also obtain at the registered office of the company (Liersesteenweg 4, 2800 Mechelen, Belgium), free of cost, a copy of this documentation.
Access to the meeting room: The natural persons who attend the annual and extraordinary general shareholders' meeting in their capacity as owners of securities, holders of proxies or representatives of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room. In addition, the representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact.
The board of directors
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