Pre-Annual General Meeting Information • Mar 26, 2021
Pre-Annual General Meeting Information
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The board of directors of the Company (the Board) invites the shareholders of the Company to participate in the annual general shareholders' meeting of the Company which will take place on Wednesday 28 April 2021 at 10.00 a.m CET at YR KV Mechelen, Kleine Nieuwedijkstraat 53, 2800 Mechelen to deliberate and decide on the agenda set out below.
There is no quorum requirement for the annual general shareholders' meeting. Without prejudice to applicable legislation, each share is entitled to one vote.
In light of the Covid-19-pandemic, the following will apply:
The Company will only be able to grant access to the (premises of the) annual general shareholders' meeting to shareholders, proxy holders and other persons to the extent public are permitted by the competent authorities on the moment of the annual general shareholders' meeting with respect to the region of the place of the general meeting. As a result, there is a risk that participation in person to the annual general shareholders' meeting may not be possible.
It is possible that the Company makes uses of derogations permitted by law or royal decree from the rules of convening, operation of and participation in the annual general shareholders' meeting (including possible restrictions to the exercise by shareholders of their rights to participate in the annual general shareholders' meeting), depending on the evolution of Covid-19 in Belgium or in the region of the place of the general meeting during the period between the moment of this convocation and the date of the annual general shareholders' meeting. In such case, the Company will further communicate.
It is possible that travelling to the place of the general meeting to attend the annual general shareholders' meeting is subject to special conditions or restrictions, particularly for shareholders not located in the region of the place of the general meeting. Shareholders are requested to research and comply with any such conditions or restrictions.
In any event, the following general safety precautions will apply to the premises of the general meeting:
- Persons attending the meeting in person will need to provide contact details, including telephone and e-mail. Such data will be recorded in a confidential list that will be made available on site by the Company and will only be used for purposes of contact tracing.
Shareholders are kindly requested to make maximum use of the shareholder options to remotely participate and vote. More particularly, shareholders are requested to cast their vote prior to the meeting by voting by letter vote or by (electronic) proxy.
Finally, shareholders who do not personally participate in the annual general shareholders' meeting will be offered the possibility to follow the proceedings of the annual general shareholders' meeting per live webcast (provided that, for clarity, for casting their vote at the annual general shareholders' meeting, remotely, reference is made to the previous paragraph).
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 financial year ended on December 31, 2020.
Communication of and discussion on (i) the consolidated financial statements, (ii) the annual report of the board of directors and (iii) the report of the statutory auditor on the consolidated financial statements, for the financial year ended on December 31, 2020.
Communication and approval of the statutory financial statements for the financial year ended on December 31, 2020, and of the proposed allocation of the result, including the approval of a dividend. Power of attorney.
Proposed resolution: approval of the statutory financial statements for the financial year ended on December 31, 2020, and of the proposed allocation of the result, including the approval of a dividend of EUR 1.375 per share gross, payable as from 5 May 2021. This represents an aggregate amount of EUR 150.1 million gross as per 19 March 2021 while noting that this aggregate amount may change in function of possible changes in the number of own shares held by the Company on the record date for the payment of the dividend. The annual general meeting delegates all further powers with regard to the payment of the dividend to the board of directors.
Communication of and approval of the remuneration report, included in the annual report of the board of directors, for the financial year ended on December 31, 2020.
Proposed resolution: approval of the remuneration report, as included in the annual report of the board of directors, for the financial year ended on December 31, 2020.
In accordance with Article 7:89/1 of the Belgian Code of Companies and Associations, the Company is required to establish a remuneration policy and to submit such policy to the approval of the general shareholders' meeting. The remuneration policy also takes into account the recommendation of Provision 7.1 of the Belgian Corporate Governance Code 2020.
Proposed resolution: approval of the remuneration policy.
Proposed resolution: to grant discharge from liability to the directors who were in office during the financial year ended on December 31, 2020, for the exercise of their mandate during said financial year.
Proposed resolution: to grant discharge from liability to the statutory auditor for the exercise of his mandate during the financial year ended on December 31, 2020.
Taking into account the advice of the remuneration and nomination committee of the Board, the Board recommends adopting the following resolutions. For further information, in relation to the relevant person proposed to be (re-)appointed and his resume, reference is made to the corporate governance statement in the annual report of the Board.
Proposed resolution: Ratification and approval, in as far as needed and applicable, in accordance with Article 7:151 of the Belgian Code of Companies and Associations, of the terms and conditions of (i) the performance share plans, (ii) the share option plans and (iii) the restricted share plans issued on 11 May 2020 to (selected) employees of the Company, which may grant rights that either could have a substantial impact on the Company's assets or could give rise to substantial liability or obligation of the Company in case of a change of control over the Company or a public takeover bid on the shares of the Company.
Only the persons who are shareholder on the registration date are entitled to participate in and, if applicable, vote at the annual general shareholders' meeting. The registration date for the annual general shareholders' meeting is 14 April 2021 at midnight (24:00, Central European Time).
To be admitted to the annual general shareholders' meeting, the shareholders must fulfill the following conditions:
Shareholders must be registered as shareholders on the registration date at midnight:
Shareholders must, before or at the latest on 22 April 2021, notify their intention to participate in the annual general shareholders' meeting:
Holders of dematerialized shares must attach a certificate to the notification, delivered by the recognized account holder or clearing institution, evidencing the number of dematerialized shares registered in the name of the shareholder on its accounts on the registration date, which such shareholder has indicated that it wants to participate with at the annual general shareholders' meeting.
In the event of an electronic notification to ABN AMRO Bank N.V., the accredited account holder or clearing institution must provide such attestation electronically via the following website: www.abnamro.com/intermediary.
The shareholder who fulfilled the admission requirements can participate in the annual general shareholders' meeting as follows: (i) personally, (ii) by proxy (written or electronic) or (iii) by letter.
To allow an efficient registration process, the shareholders or their proxy holders who personally attend the annual general shareholders' meeting are requested to register by 9.30 am at the latest.
The natural persons attending the annual general shareholders' meeting in their capacity as shareholder, proxy holder or representative of a legal entity may be requested to provide evidence of their identity. In addition, the representatives of legal persons must provide the documents that determine their status as legal representative or proxy holder.
As mentioned above, the Company will only grant access to the premises of the annual general shareholders' meeting to shareholders, proxy holders and other persons if and to the extent public gathering are permitted by competent authorities on the date of the annual general shareholders' meeting. As a result, there is a risk that participation in person to the annual general shareholders' meeting may not be possible.
Each shareholder has the right to participate to the annual general shareholders' meeting in person.
Each shareholder can also be represented by a proxy holder at the annual general shareholders' meeting. The shareholder who wishes to be represented by proxy must deliver a power of attorney in written or electronic form on 22 April 2021 at the latest, as set out below:
The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including the rules on conflicts of interest and the keeping of a register. In addition, the shareholders must meet the admission requirements as described above.
Each shareholder further has the right to cast its votes by letter by providing a dated and signed form to the Company on 22 April 2021 at the latest.
In addition, the shareholders must meet the admission requirements as described above.
Each shareholder who has expressed his or her intention to participate to the annual shareholders' meeting in accordance with point 2.b above may follow the proceedings via a live webcast.
Access to the webcast is subject to compliance with the following procedure:
For further questions regarding the following of the webcast or if you still wish to follow the webcast and you have not received an e-mail confirming your participation from ABN AMRO or Beernink productions, please contact ABN AMRO at the following e-mail address ([email protected]))
Shareholders who, alone or together with other shareholders, hold at least 3% of the share capital of the Company have the right to put additional items on the agenda of the annual general shareholders' meeting and to submit proposed resolutions in relation to items that have been or are to be included in the respective agendas.
Shareholders that wish to exercise this right must, in order for their request to be examined at the annual general shareholders' meeting:
If applicable, the Company will publish (an) updated agenda, before or at the latest on 13 April 2021. At the same time, the Company will in such case make forms adapted to the updated agenda available on the Company's website to its shareholders that can be used for the voting by letter and the voting by proxy. Powers of attorney and votes by letter that reach the Company prior to the publication of an updated agenda remain valid for the agenda items to which they apply, subject to the applicable legislation and the further clarifications set out in the proxy forms and the forms for voting by letter.
Each shareholder has the right to ask questions to the directors or the statutory auditor of the Company relating to items on the agenda of the annual general shareholders' meeting, provided that he/she has complied with the admission conditions as set out above. Questions can be asked during the meeting or can be submitted in writing prior to the meeting. Written questions must reach the Company (i) by mail at Liersesteenweg 4, 2800 Mechelen, Belgium, to the attention of the Company Secretary or (ii) by e-mail at [email protected], before or at the latest on 22 April 2021. Written and oral questions will be discussed during the meeting in accordance with applicable law.
The following documentation is available on the Company's website (www.telenetgroup.be) as of thirty (30) days prior to the annual general shareholders' meeting:
Shareholders can also obtain a free copy of this documentation at the seat of the Company (Liersesteenweg 4, 2800 Mechelen, Belgium) or by e-mail to [email protected].
The Company is responsible for the processing of the personal data it receives from shareholders and proxy holders in the context of the annual general shareholders' meeting in accordance with the applicable data protection legislation. The processing of such personal data will in particular take place for the analysis and management of the attendance and voting procedure in relation to the annual general shareholders' meeting, this in accordance with the applicable legislation and the Company's Privacy Policy. This personal data will be transferred to third parties for the purpose of providing assistance in the management of attendance and voting procedures, and for analyzing the composition of the investor base. The personal data will not be stored any longer than necessary in light of the aforementioned objective and will therefore be erased or made anonymous in accordance with the Company's Privacy Policy.
Shareholders and proxy holders can find the Company's Privacy Policy on the Company's website. This Privacy Policy contains detailed information regarding the processing of the personal data of, among others, shareholders and proxy holders, including the rights that they can assert towards the Company in accordance with the applicable data protection legislation.
Shareholders and proxy holders can exercise their rights with regard to their personal data provided to the Company by contacting the Company's Data Protection Officer via [email protected].
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