AGM Information • Apr 28, 2012
AGM Information
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Since the extraordinary shareholders' meeting scheduled for Tuesday 24 April 2012 was adjourned in accordance with Article 18 of the bylaws, the shareholders are invited to attend a new extraordinary shareholders' meeting which will be held on Thursday 31 May 2012 at 5.00 p.m., at the registered office of Umicore, Broekstraat 31 rue du Marais, B-1000 Brussels. This meeting will validly conduct business and deliberate on the sole item on the agenda irrespective of the number of shares present or represented. A first extraordinary shareholders' meeting held on Wednesday 21 March 2012 at 10.00 a.m. was not able to deliberate on the agenda because the required attendance quorum was not reached.
In order to facilitate the keeping of the attendance lists, the shareholders or their representatives will be invited to register as of 4.00 p.m.
Authorising the company's direct subsidiaries to acquire shares in the company on a regulated market within the same limits as indicated above.
In accordance with Article 536 §2 of the Companies Code, shareholders will only be admitted to the shareholders' meeting and will subsequently only be entitled to vote at this meeting if the following two requirements are met:
The registration procedure is as follows:
The holders of registered shares must be registered in the share register of Umicore on the Record Date, i.e. on Thursday 17 May 2012 at midnight (Belgian time), for the number of shares for which they want their shareholding to be established on the Record Date and for which they want to participate in the shareholders' meeting.
Holders of printed bearer shares must physically deposit the number of shares for which they want their shareholding to be established on the Record Date and for which they want to participate in the shareholders' meeting in a Belgian branch of one of the financial institutions listed below, at the latest on Wednesday 16 May 2012 (we draw your attention that Thursday 17 May 2012 is a public holiday in Belgium), before the close of business at such branch. The holding of the shares on the Record Date will be established on the basis of a confirmation of the deposit sent to Umicore by the relevant financial institutions.
We draw your attention to the fact that since 1 January 2008, in accordance with the Belgian Law on the abolition of bearer shares, the deposit of printed bearer shares with a financial institution by a shareholder in view of participating in a shareholders' meeting causes the automatic dematerialisation of his/her/its bearer shares and their registration in a dematerialised deposit account with said financial institution. It is no longer possible to return printed bearer shares to shareholders once those shares have been deposited.
The number of dematerialised shares registered in the deposit account will take into account the split of the shares by a factor of five decided by the extraordinary shareholders' meeting held on 5 February 2008.
Holders of dematerialised shares will have to notify one of the financial institutions listed below of the number of shares for which they want their shareholding to be established on the Record Date and for which they want to participate in the shareholders' meeting, at the latest on Thursday 17 May 2012 at midnight (Belgian time):
Banque Degroof/Bank Degroof Belfius Banque/Belfius Bank BNP Paribas Fortis ING KBC Petercam
The holding of the dematerialised shares on the Record Date will be established on the basis of a confirmation sent to Umicore by the financial institutions.
In addition to the above registration the shareholders must explicitly confirm their participation in the shareholders' meeting to Umicore (attn. Mr B. Caeymaex, Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels, fax +32 (0)2 227 79 13 – [email protected]) by Friday 25 May 2012 at the latest. Holders of printed bearer shares or dematerialised shares may also choose to instruct one of the financial institutions listed above to confirm to Umicore their intention to participate in the meeting simultaneously with the notification to Umicore of the confirmation of the holding of their shares on the Record Date.
Only persons who are shareholders of Umicore on the Record Date are entitled to participate in and vote at the meeting.
The shareholders may submit a postal vote in accordance with Article 550 of the Companies Code and Article 19 of the articles of association. Postal votes must be cast on the form prepared by Umicore. This form can be obtained at the company's registered office, on the company website (www.umicore.com) or through the above-mentioned financial institutions. Signed original postal voting forms must reach Umicore (attn. Mr B. Caeymaex - Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels) by Friday 25 May 2012 at the latest.
The shareholders may also be represented by a proxy holder at the shareholders' meeting. Shareholders are invited to designate a proxy holder using the form prepared by Umicore. The appointment of a proxy holder by a shareholder is made in writing or by electronic means and must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable legal requirements. Proxy forms can be obtained at the company's registered office, on the company website (www.umicore.com) or through the abovementioned financial institutions. Signed proxies must reach Umicore (attn. Mr B. Caeymaex - Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels - fax +32 (0)2 227 79 13 – [email protected]) by Friday 25 May 2012 at the latest.
Shareholders who wish to vote by post or to be represented must, in any case, comply with the above registration and confirmation procedure.
All documents relating to this shareholders' meeting which the law requires to make available to shareholders will be accessible on Umicore's website (www.umicore.com) as from Saturday 28 April 2012.
As from the same date, shareholders may inspect such documents on business days and during normal office hours, at the registered office of Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels, and/or obtain at no cost copies of the same . Requests at no cost for copies may also be addressed in writing or by electronic means (attn. Mr B. Caeymaex, Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels, fax +32 (0)2 227 79 13 – [email protected]).
The board of directors
P.S.
Shareholders can park their cars free of charge in the Q-park Parking, Pachecolaan 7 boulevard Pachéco, 1000 Brussels, if their parking lot ticket is stamped at the reception desk of Umicore.
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