AGM Information • Apr 25, 2025
AGM Information
Open in ViewerOpens in native device viewer
The Dutch Version of this convening notice is regarded as the sole official version
The Board of Directors is pleased to invite the shareholders of the Company on the ordinary general meeting to be held on Wednesday 28 May 2025 at 11.00 a.m. at the registered office of the Company (the 'General Meeting').
Please note that the registered office of the Company has been changed to Kortrijksesteenweg 1091 box C, 9051 Sint-Denijs-Westrem (Ghent) – 1st floor.
Shareholders are advised to exercise the right to vote by letter or proxy. Shareholders who wish to participate physically are requested to report to the registered office of the Company at least fifteen (15) minutes before the start of the meeting, in order to allow a smooth registration of shareholders. Finally, it is recommended that shareholders who wish to exercise their right to question the items on the agenda do so in advance and in writing.
The General Meeting will deliberate and vote on the following agenda:
I. Presentation and discussion of the annual report:
Report from the Board of Directors on the statutory and consolidated financial statements for the year ended 31 December 2024 (incl. Sustainability Report)
Remuneration report for the financial year ended 31 December 2024
The General Meeting approves the remuneration report for the financial year ended 31 December 2024.
PROPOSED RESOLUTION:
The General Meeting approves the annual accounts closed per 31 December 2024, including the allocation of profits, including a gross dividend of 10.00 EUR per share qualifying for dividend, consisting of a 'special' dividend of 5.50 EUR and a 'normal' dividend of 4.50 EUR per share. The 'special' dividend of 5.50 EUR is payable on 12 June 2025 (listing ex-coupon: 10 June 2025). The 'normal' dividend of 4.50 EUR is payable on 3 July 2025 (listing ex-coupon: 10 June 2025).
The General Meeting grants discharge to each of the directors for the performance of their duties during the financial year that ended on 31 December 2024.
PROPOSED RESOLUTION:
The General Meeting agrees, in accordance with the Company's remuneration policy, to pay the directors a fixed remuneration for the performance of their duties in 2025, their membership, if any, of the committees of the board of directors and their chairmanship, if any:
| Chairman Board of Directors | 100.000 euro |
|---|---|
| Member Board of Directors | 30.000 euro |
| Chairman Audit Committee | 10.000 euro |
| Member Audit Committee | 6.000 euro |
| Chairman Remuneration and Nomination Committee | 7.000 euro |
| Member Remuneration and Nomination Committee | 5.000 euro |
| Chairman Sustainability Committee | 7.000 euro |
| Member Sustainability Committee | 5.000 euro |
The general meeting took note of the fact that the company KPMG Bedrijfsrevisoren BV/SRL, statutory auditor of What's Cooking Group NV, has decided to have Filip De Bock, auditor, replaced as permanent representative by Melissa Carton, auditor, as of 28 May 2025.
The General Meeting resolves to grant a special power of attorney to Mr. Yves Regniers and Mrs. Hilde Coopman, each acting individually and with substitution right and sub-delegation, to represent the Company with a view to the required filing and disclosure formalities arising from the above resolutions. Each of the plenipotentiaries is authorized in this regard to take any action necessary or helpful to comply with the formalities associated with the above filing requirement and subsequent disclosure.
In accordance with article 7:134, §2 of the Companies and Associations Code and article 31 of the coordinated articles of association of the Company, a shareholder may only participate in the General Meeting and exercise his / her voting rights if (1) the number of shares with which he / she wishes to participate in the General Meeting are registered in his/her name on Wednesday May 14, 2025 at midnight (Belgian time) (hereinafter the "Registration Date") in accordance with the registration procedure below, and if (2) the shareholder no later than the sixth day preceding the day of the General Meeting, which is no later than midnight (Belgian time) on Thursday May 22, 2025, has confirmed to the Company that he / she wishes to participate in the General Meeting in accordance with the notification procedure below and the special modalities set out in this notice.
The registration procedure is as follows:
The holder of shares registered by name must be registered on the Registration Date in the share register of the Company with the number of shares for which he/she is registered on the Registration Date and with which he/she wishes to participate in the General Meeting.
The holder of dematerialised shares must inform the authorised financial institution or depository institution on whose accounts the shares are registered with how many shares he/she wishes to register on the Registration Date and with which he/she wishes to participate in the General Meeting, and this no later than the Registration Date before closing time of the authorised financial institution or depository institution. The ownership of the shares on the Registration Date will be determined on the basis of the confirmation of deposit that will be drawn up by the authorised financial intermediary or depository institution concerned and presented by the shareholder to the Company in accordance with the following notification procedure.
Only those persons who hold shares on the Registration date are entitled to attend and vote at the General Meeting.
In addition to the registration process set out above, the shareholder must inform the Company in writing no later than midnight on Thursday May 22, 2025 that he/she wishes to participate in the General Meeting. The holder of dematerialised shares shall hand over the confirmation of registration from the financial intermediary mentioned above, or from the authorised financial intermediary or depository institution, together with his/her notification of participation to the Company.
The above-mentioned notification of participation in the General Meeting and, where necessary, the deposit of the above-mentioned confirmation of registration may only be validly deposited with the Company in the following manner:
In accordance with the Companies and Associations Code and article 32 of the coordinated articles of association of the Company, the shareholder who wishes to participate in the General Meeting can be represented thereon by proxy. The shareholder is asked to make use of the proxy form drawn up by the Company. This is done in writing and must be signed by the shareholder in accordance with applicable legal requirements. Proxy forms can be obtained at the registered office or on the website of the Company (www.whatscooking.group). A scanned or photographed copy of the signed power of attorney must be received by the Company by letter or email at the same coordinates specified in the notification procedure above by midnight on Thursday May 22, 2025.
You must give the signed proxy form to your proxy who, no later than the day of the General Meeting, will submit this form to the Company representatives in order to be admitted to the meeting.
The natural persons who as shareholder, proxy or representative of a legal entity participate in the meeting must be able to identify themselves in order to be admitted to the meeting. The representatives of legal entities must be able to prove their identity as corporate representative or as special proxy.
In accordance with Article 7:146 of the Code of Companies and Associations and Article 35 of the Articles of Association, shareholders may vote by mail prior to the General Meeting by means of the voting form made available to the Company. This voting form can be found on the Company's website (www.whatscooking.group) or can be requested by letter (What's Cooking Group NV, attn Hilde Coopman, Kortrijksesteenweg 1091 box C, B-9051 Sint-Denijs-Westrem (Ghent)), or by e-mail to [email protected] .
The Company must receive the duly completed, dated and signed voting form no later than the sixth day before the date of the General Meeting, i.e. on Thursday May 22, 2025 at midnight (Belgian time), or by letter (What's Cooking Group NV, Attn Hilde Coopman , Kortrijksesteenweg 1091 box C, B-9051 Sint-Denijs-Westrem (Ghent)) or by e-mail to [email protected] .
Pursuant to Article 7:130 of the Companies and Associations Code and Article 30 of the coordinated articles of association of the Company, shareholders who alone or jointly, at the date of their request and on the Record Date, own at least 3% of the capital of the Company have the right to 1) have new items placed on the agenda of the General Meeting, and 2) to submit proposals for resolutions relating to existing or new items on the agenda.
Proposals to place items on the agenda and to submit proposed resolutions must reach the Company by midnight (Belgian time) on Tuesday May 6, 2025 at the latest and may be sent to the Company by letter or e-mail at the same coordinates as stated in the above notification procedure. If valid proposals for the placement of subjects and / or for the submission of proposals for resolutions are submitted within
the above-mentioned period, the Company will publish an amended agenda no later than Tuesday 13 May 2025.
Furthermore, in accordance with Article 7:139 of the Companies and Associations Code, all shareholders have the right to ask written questions in advance to the directors and the statutory auditor as well as to ask questions orally during the General Meeting. Written questions must be asked in advance and will only be answered if the questioner has complied with the aforementioned registration and reporting procedure.
Written questions to the directors and/or the statutory auditor must reach the Company no later than midnight (Belgian time) on Thursday May 22, 2025 and may be sent to the Company by letter or email at the same coordinates as mentioned in the above notification procedure.
All documents relating to these General Meeting that must be made available to shareholders in accordance with the law can be consulted as of Friday, April 25, 2025 on the Company's website (www.whatscooking.group).
Also from that date, shareholders can inspect these documents on working days and during normal office hours at the registered office of the Company, Kortrijksesteenweg 1091 box C, B-9051 Sint-Denijs-Westrem (Ghent) and / or request a copy of it free of charge. Requests for free copies can also be made in writing by letter or e-mail at the coordinates mentioned in the above notification procedure.
Your personal data will be processed for the purpose of organizing the general meeting, as set out in the privacy statement regarding the processing of data in the context of general meetings of shareholders on our website.
The Board of Directors
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.