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Viohalco S.A. — AGM Information 2021
Apr 22, 2021
4023_rns_2021-04-22_8cc4c5c6-c191-4cbd-8b7a-deb5b7b9fe07.pdf
AGM Information
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VIOHALCO SA 30 Avenue Marnix, 1000 Brussels, Belgium 0534.941.439 RLE (Brussels)
VOTE BY MAIL
Annual Ordinary Shareholders' Meeting of Viohalco SA (the Company) of 25 May 2021 at 12.00 pm (CET) at the registered office of the Company, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting).
This signed form must be returned by Wednesday, 19 May 2021 at 5.00 pm (CET) at the latest to:
(1) by mail
Viohalco SA Catherine Massion, deputy manager 30 Avenue Marnix 1000 Brussels (Belgium)
OR
(2) by electronic mail
A copy of the signed original form must be sent to: [email protected].
In the context of the Covid-19 pandemic, a simple electronic copy of the signed document is sufficient.
The undersigned (name and first name / name of the company)
………………………………………………………………………………………………………….......
Domicile / Registered office
……………………………………………………………………………………………………………..
……………………………………………………………………………………………………………...
Owner of dematerialised shares (*)
of Viohalco SA
registered shares (*)
number
votes by mail in the following way with respect to the Annual Ordinary Shareholders' Meeting of the Company that will be held on Tuesday, 25 May 2021 at 12.00 pm (CET) ) at the registered office, 30 Avenue Marnix, 1000 Brussels, Belgium (the Meeting) with all above-mentioned shares.
The vote of the undersigned on the proposed resolutions is as follows :(**)
(*) Cross out what is not applicable.
(**) Please tick the appropriate boxes.
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- Management report of the Board of Directors on the annual accounts of the Company for the accounting year ended 31 December 2020.
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- Report of the statutory auditor on the annual accounts of the Company for the accounting year ended 31 December 2020.
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- Presentation of the consolidated financial statements, the management report, and the report of the statutory auditor on the consolidated financial statements.
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- Approval of the annual accounts for the financial year ended 31 December 2020 (including allocation of the results and the distribution of a gross dividend of EUR 0,02 per share).
Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2020, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0,02 per share.
| FOR AGAINST ABSTAIN |
|---|
| --------------------------- |
- Discharge of liability of the members of the Board of Directors.
Proposed resolution: it is proposed to grant discharge to the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2020.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ----- | --------- | --------- |
- Discharge of liability of the statutory auditor.
Proposed resolution: it is proposed to grant discharge to the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2020.
| FOR AGAINST |
ABSTAIN |
|---|---|
| ---------------- | --------- |
- Renewal of the mandate of members of the Board of Directors.
Proposed resolution: it is proposed to renew the appointment of Mr. Nikolaos Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022;
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| ----- | --------- | --------- |
Proposed resolution: it is proposed to renew the appointment of Mr. Evangelos Moustakas as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022;
Proposed resolution: it is proposed to renew the appointment of Mr. Michail Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022;
| FOR AGAINST ABSTAIN |
|---|
| --------------------------- |
Proposed resolution: it is proposed to renew the appointment of Mr. Ippokratis Ioannis Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022;
| FOR | AGAINST | ABSTAIN | ||||
|---|---|---|---|---|---|---|
| ordinary shareholders' meeting to be held in 2022; | Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx member of the Board of Directors, for a term of one year expiring at the end of the annual |
as | ||||
| FOR | AGAINST | ABSTAIN | ||||
| Proposed resolution: it is proposed to renew the appointment of Mr. ordinary shareholders' meeting to be held in 2022; |
Thanasis Molokotos as member of the Board of Directors, for a term of one year expiring at the end of the annual |
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| FOR | AGAINST | ABSTAIN | ||||
| ordinary shareholders' meeting to be held in 2022; | Proposed resolution: it is proposed to renew the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual |
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| FOR | AGAINST | ABSTAIN | ||||
| shareholders' meeting to be held in 2022; | Proposed resolution: it is proposed to renew the appointment of Mr. Patrick Kron as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary |
|||||
| FOR | AGAINST | ABSTAIN | ||||
| Stassinopoulos as of the annual ordinary shareholders' meeting to be held in 2022; FOR |
AGAINST | Proposed resolution: it is proposed to renew the appointment of Ms. Marion Jenny Steiner member of the Board of Directors, for a term of one year expiring at the end ABSTAIN |
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| shareholders' meeting to be held in 2022; | Proposed resolution: it is proposed to renew the appointment of Ms. Margaret Zakos member of the Board of Directors, for a term expiring at the end of the annual ordinary |
as | ||||
| FOR | AGAINST | ABSTAIN | ||||
| Proposed resolution: it is proposed to renew the appointment of Mr. Efthimios Christodoulou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022; Mr. Christodoulou complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code; |
||||||
| FOR | AGAINST | ABSTAIN | ||||
| independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code; | Proposed resolution: it is proposed to renew the appointment of Mr. Francis Mer independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2022; Mr. Mer complies with the criteria of |
as | ||||
| FOR | AGAINST | ABSTAIN | ||||
| independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code; | Proposed resolution: it is proposed to renew the appointment of Ms. Kay Marie Breeden independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2022; Ms. Breeden complies with the criteria of |
as | ||||
| FOR | AGAINST | ABSTAIN | ||||
Proposed resolution: it is proposed to renew the appointment of Ms. Astrid de Launoit as independent member of the Board of Directors, for a term expiring at the end of the annual
ordinary shareholders' meeting to be held in 2022; Ms. De Launoit complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code;
FOR AGAINST ABSTAIN
Proposed resolution: it is proposed to renew the appointment of Ms. Bernadette Christine Blampain as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2022; Ms. Blampain complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.
| FOR AGAINST ABSTAIN |
|---|
| --------------------------- |
- Approval of the remuneration policy.
Proposed resolution: it is proposed to approve the remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations, as set out in the 2020 annual report.
- Approval of the remuneration report.
Proposed resolution: it is proposed to approve the remuneration report for the financial year 2020 as set out in the 2020 annual report.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
- Approval of the remuneration of the members of the Board of Directors.
Proposed resolution: it is proposed to grant to each member of the Board of Directors a gross fixed remuneration of EUR 25,000. In addition, it is proposed to grant (i) to each member of the audit committee a gross fixed remuneration of EUR 25,000, and (ii) to each member of the nomination and remuneration committee a gross fixed remuneration of EUR 25,000. These amounts will remunerate the performance of their mandate during the period between 25 May 2021 and the annual ordinary shareholders' meeting of 2022.
| FOR | AGAINST | ABSTAIN | |||
|---|---|---|---|---|---|
The shareholder who has cast his vote by validly returning the present form to the Company cannot vote in person or by proxy at the Meeting for the number of votes already cast.
*
If the Company publishes at the latest on Monday 10 May 2021 a revised agenda for the Meeting to include new items or proposed resolutions upon the request of one or more shareholders in execution of Article 7:130 of the Belgian Code of Companies and Associations, the present form will remain valid for the items on the agenda it covers, provided it has validly reached the Company prior to the publication of such revised agenda. Notwithstanding the above, the vote cast in the present form on an item on the agenda will be null and void if the agenda has been amended concerning this item to include a new proposed resolution in application of Article 7:130 of the Belgian Code of Companies and Associations.
Done at …………………………………………., on …………………….
Signature(s): ……………………………………….(***)
(***) Legal entities must specify the name, first name and title of the natural person(s) who sign on their behalf.