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Texaf S.A. — AGM Information 2022
Apr 8, 2022
4011_rns_2022-04-08_9dad6058-2157-494e-9aa1-65fd7b88ea83.pdf
AGM Information
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Registered office: avenue Louise 130A, B-1050 Brussels (Belgium)
Register of Legal Entities number 0403.218.607 (Brussels)
The Board of Directors of TEXAF, SA (the "Company") invites the Shareholders' Meeting on Tuesday 10
May 2022 at 11 a.m. to discuss and vote on the following agenda May 2022 at 11 a.m. to discuss and vote on the items on the following agenda.
The meeting shall be held in person at the B19 Country Club, avenue Van Bever 17 in 1180 Uccle.
AGENDA
- 1.
-
- Auditor's reports on the annual accounts and the consolidated annual accounts for the period ending 31 December
-
- Proposal to approve the annual accounts for the period ending 31 December 2021 and the appropriation of result.
Proposal to distribute Europed Tor the period ending 31 December 2021 and the appropriation of result.
May 2022 at the counters of Belfius bank for counon No. 11 May 2022 at the counters of Belfius bank for coupon 1.42657 (1.
- Proposal to approve the annual accounts for the period ending 31 December 2021 and the appropriation of result.
-
- Proposal to approve the variable remuneration of the executive directors.
-
- Proposal to approve the remuneration of the executive direct
- Rroposal to grant relation report for financial year 2021.
-
- Proposal to grant release from lindical year 2021.
Proposal to grant release from liability to the directors for the auditor for its audit tasks.
- Proposal to grant release from lindical year 2021.
- Proposal t 7. Proposal to renew the office of Deloite Revises of the auditor for its audit tasks.
Magnin, as auditors for a period of three years, which will expire is one of the Scrinner by Ms. Corinne
establish its compensation as EUR 108.620. establish its compensation as EUR 108,620. -
- Proposal to allocate for the Bor 2022 an amount of EUR 150,000 to social and cultural development
Avenue Louise 130A -Louizalaan B-1050 Brussels - ☎ 32 (02) 639.20.00 - www.texaf.be - [email protected]
BELFIUS bank: BE75 5502 6468 0051 – KBC bank BE23 7310 21 13 8291
Nº entreprise – Ondernimingsnr. BE.403.218.607 - RLP: 74.712
ADMISSION FORMALITIES
Pursuant to the articles of association of the Company, a shareholder's entitlement to vote at the Meeting in person or via an attorney-in-fact is dependent upon compliance with all of the formalities described below:
- (a) Registration of ownership of the shares in the name of the shareholder by 26 April 2022 at midnight (the "Registration
Date") as follows:- as regards registered shares, by registering these shares in the name of the shareholder in the Company's register of registered shares;
or
- as regards dematerialised shares, by registering these shares in the name of the shareholder in the accounts. of an approved account holder or a clearing institution;
- (b) As regards dematerialised shares, the original copy of a certificate issued by an approved account holder or a clearing institution attesting to the number of dematerialised shares owned by the shareholders or a clearing
and by virtue of which he has declared bis interial to central by the sha and by virtue of which he has decared his intention to attend by the starenoloers on the Registration Date
be sent to the registered office or to a Relfive arenes that Meetin be sent to the registered office or to a Belfius agency by no later than 4 Meeting in acco and - (c) The shareholder must send an email to the email address [email protected] indicating his intention to attend the Meeting and the number of shares to be represented at the mail must reach the Meeting to attend the Meeting
4 May 2022. 4 May 2022.
Only those persons that are shareholders of the Company on the registration date shall be entitled to attend and vote at the Meeting.
APPOINTMENT OF ATTORNEYS-IN-FACT
Any shareholder may be represented at the Meeting by an attorney-in-fact. A shareholder may only appoint one person as his attorney-in-fact. All attorneys-in-fact must be appointed using only only appoint one person as
original hard copy of this form must reach the Company by and copy form is original hard copy of this form must reach the Company by no hard copy torn issued of the Company. The signed
Company within the same deadline by omail providination 4 May 20 Company within the same deadline by email providing this email is signed electronically in accordance with the applicable Belgian legislation. The form appointing and the endir is signed electionically in accordance with the applicable via the Company's website (www.texaf.be).
Any appointment of an attorney-in-fact must comply with the applicable Belgian legislation, particularly in respect of conflicts of interest and record keeping.
IDENTIFICATION AND POWERS OF REPRESENTATION
In order to gain electronic access to the Meeting, the natural persons that intend to attend the meeting as share owners, attorneys-in-fact or representatives of a legal entity shall demonstrate in the meeting as share owners,
entities must submit the documents offically this identity and the re entities must submit the documents attesting to their status as representatives of legal
shall be caried out hefere the electronic access or special attorneys-in-fact. There shall be carried out before the electronic access codes are sent out.
QUESTIONS RELATING TO THE ITEMS ON THE AGENDA
A Q&A session is scheduled to be held during the Meeting. Shareholders shall have the possibility to send their written questions to the Company relating to the aread. These questions must be possiolity to send their written
later than 4 May 2022 to the following address of Chese questions mus later than 4 May 2022 to the following address [email protected] . The company by no field to the Company by no
be presented during the Q&A cossion. Any more continenthat have b be presented during the Q&A session. Any questions the have been uny sent to the company shall the latter has complied with all the Meeting attendance formalities.
AMENDMENTS TO THE AGENDA
One or more shareholders owning together at least 3 % of the registered capital in the Company may request that new items be placed on the agenda of the Meeting or new draft decisions relating to them the more of the willems of the with be discussed at the Meeting. Such a request shall only be valid if, on the date on thich it reaches the Company, it i accompanied by a document attesting to the ownership of the bate of which it feaches the Company, it 15
registered shares, this document much he registered shares, this document must be a certificate attesting to the previous paregrand. As regards
Company's registered shores As a certificate attesting to the registra Company's register of registered shares. As regards dematerialised shares, this document must be a certificate issued by a approved account holder or clearing institution attesting to the registration in their name of the corresponding number of dematerialised shares.
The text of the new items or new draft decisions to be placed on the signed and reach the Company in hard copy by no later than 18 April 2022. This text may also be sent and the same and the Company in hard
this email is signed electronically in accordane with the same deadline this email is signed electronically in accordance with in explicable belgin it he sam deadline by ennall providing
amended agendally in accordance with the applicable B amended agendaly no later than 26 April 2012 it one of more requests on The Company shall publish an
have reached the Company within the applicaned document to place new item have reached the Company within the aforement one one items or raft decisions on the agenda
the shareholders new proxy and oned deadine. In which case, the Company shall also the shareholders new proxy while his forms relecting the company shall also make available to
the new items or draft decisions relecting the arew items or draft decisions. Th the new items or draft decisions forms forms these new items or draft decidins. The Meeting shall examin
have complied with all the Meting attendance formalities have complied with all the Meting attendance formalities.
CONSULTATION OF DOCUMENTS
The annual board report and the documents that must be made available to the shareholders by law at the same time as this meeting notice are are the company's website (www.exaf.be), including the same time as
appointment form. In light of the lown to as the tworked the postal voting form an appointment form and on the company s website (www.texat.be), including form and the proxy
appointment form at the lockdown measures, the shareholders will, for exceptional r these documents at the registered office of the Company.
COMMUNICATIONS TO THE COMPANY
The prior written questions relating to items on the agenda of the agenda of the Meeting, the postal voting forms, the proxy appointing torns, any certificat or other documents the Meeting, the postal
Company pursuant to this meeting ony certificate or other documents that h Company pursuant to this meeting tonly ceranced or other documents that have to be communicated to the the the the the the the Belgium (tel No. : +32(0)2 639.20.00 and be datessed excusively to TEXAF, S.A., avenue Louise 130, B-2050 Brussels,
Belgium (tel No. : +32(0)2 639.20.00/ email : [email protected]
The Board of Directors.
[Type text]
PROXY FORM
| The undersigned (1) |
|---|
| Street / No |
| Postal code/ Town/City: |
| owner of shares in the public limited liability company ("société anonyme") TEXAF, having its registered office at avenue Louise, 130A, B-1050 Brussels (Belgium), |
| hereby appoints as special attorney-in-fact: |
| Mr./Ms./Mrs. |
| to represent him/her/it at the annual shareholders' meeting of said public limited liability company, which will be held electronically on Tuesday 10 May 2022 at 11 a.m., at the B19 Country Club, avenue Van Bever 17 in 1180 Uccle. |
| Granted in (place) |
| Signature (2) |
| n.b .: Document to be sent to us by 4 May 2022 to [email protected] |
(1) Surname, first names, full address.
(2) Signature preceded by the words "Valid for proxy".
[Type text]
NOTICE OF ATTENDANCE
| The undersigned (1) |
|---|
| Street / No.i |
| Postal code/ Town/City: |
| declares that he/she/it (2) is the owner of public limited liability company ("société anonyme") TEXAF. |
| He/she/it will attend (2), in person/via an attorney-in-fact, the annual shareholders' meeting to be held on Tuesday 10 May 2022 at 11 a.m. at the B19 Country Club, avenue Van Bever 17 in 1180 Uccle, and will take part in the discussions and voting by exercising the rights attached to shares. |
| He/she/it requests that the electronic access codes be sent to him/her/it at the following addresses. |
| Email address: |
| Mobile telephone number: |
Done in (place)...............................................................................................................................................................
Signature.
n.b. Document to be sent to us by 4 May 2022 to [email protected]
(1) Surname, first names, full address.
(2) Delete as appropriate. If the shareholder wishes to be represented by an attorney-in-fact, the proxy form attached herein must be completed, signed and appended to this notice of attacher, the