AGM Information • Apr 28, 2022
AGM Information
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The Board of Directors of Viohalco SA (the Company) (the Board of Directors) invites the shareholders to attend the annual ordinary shareholders' meeting (the Meeting) to be held on Tuesday, 31 May 2022 at 12.00 p.m. (CET) at its registered offices at 30 Avenue Marnix, 1000, Brussels, Belgium.
In the context of the Covid-19 pandemic, it is advised that shareholders participate by correspondence or by giving a proxy to the Chairman of the Meeting, as detailed in this convening notice. The physical attendance to the Meeting will be subject to the measures and recommendations of public authorities relating to the Covid-19 pandemic applicable at the time, which may include a limit in terms of persons attending the Meeting, the obligation to present the Covid Safe Ticket, and the obligation to wear a mask and comply with social distancing measures.
Depending on the evolution of the health situation and gathering restrictions applicable at the time of the Meeting, the Company reserves the right to change the terms of participation by means of an announcement in the form of a press release and via the Company's website.
Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2021, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.10 per share. Taking into account the gross interim dividend of EUR 0.01 per share paid in June 2021, a balance gross amount of EUR 0.09 per share will be payable following approval of this proposed resolution.
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 2021.
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 2021.
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 2023;
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 2023;
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 2023;
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 2023;
Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx 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 2023;
Proposed resolution: it is proposed to renew the appointment of Mr. Thanasis Molokotos 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 2023;
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 ordinary shareholders' meeting to be held in 2023;
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 shareholders' meeting to be held in 2023;
Proposed resolution: it is proposed to appoint Mr. Joseph Rutkowski 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 2023;
Proposed resolution: it is proposed to renew the appointment of Ms. Marion Jenny Steiner 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 2023;
Proposed resolution: it is proposed to renew the appointment of Ms. Margaret Zakos as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2023;
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 2023; Mr. Christodoulou complies with the criteria of 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 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 2023; Ms. Breeden complies with the criteria of 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. 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 2023; Ms. de Launoit complies with the criteria of 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. 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 2023; Ms. Blampain complies with the criteria of independence set forth in Principle 3.5 of the 2020 Belgian Corporate Governance Code.
8. Statutory auditor.
a. Approval of fees of statutory auditor for financial year 2021.
Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (head office in 1831 Diegem, Culliganlaan 5), in respect of financial year 2021 which amounts to EUR 210,680 (including audit procedures in respect of ESEF and Greek Branch).
b. Renewal of appointment of statutory auditor and approval of fees.
Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment as statutory auditor of the audit firm, PriceWaterhouseCoopers Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (head office in 1831 Diegem, Culliganlaan 5), represented by Marc Daelman, for a term of three years ending at the annual ordinary shareholders' meeting which will approve the annual accounts of the financial year ending on 31 December 2024; and to set its annual fees at EUR 209,380 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee and excluding work to be done with respect to ESEF-requirements, but including the audit work with respect to the Greek Branch), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.
Proposed resolution: it is proposed to approve the remuneration report for the financial year 2021 as set out in the 2021 annual report.
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 2021 annual report.
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 31 May 2022 and the annual ordinary shareholders' meeting of 2023.
In accordance with article 7:134, §2 of the Belgian Code of Companies and Associations and article 19.1 of the articles of association of the Company, the right of a shareholder to vote at a Meeting in person, by proxy or by mail is subject to the compliance with all formalities described below:
Only persons who are shareholders of the Company on the Record Date are entitled to participate in and vote at the Meeting. As mentioned above, depending on the evolution of the health situation and gathering restrictions applicable at the time of the Meeting, the Company reserves the right to change the terms of participation by means of an announcement in the form of a press release and via the Company's website.
In accordance with article 7:130 of the Belgian Code of Companies and Associations and article 18.7 of the articles of association of the Company, one or more shareholders holding together at least 3% of the share capital of the Company may add new items to the agenda of the Meeting or new proposed resolutions concerning items put or to be put on the agenda.
Such request will only be valid if, at the date the Company receives it, it is accompanied by a document establishing the above-mentioned shareholding.
The Company must receive the text of the new items or new proposed resolutions to be put on the agenda on a signed original paper form by Monday, 9 May 2022, at 5.00 pm (CET) at the latest. The text can also be communicated to the Company within the same period by electronic means, provided that the communication is signed by means of an electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.
The agenda, completed on the basis of any requests validly submitted, will be published at the latest on Monday, 16 May 2022.
The Meeting will only examine new items or proposed resolutions to be put on the agenda upon the request of one or more shareholders if the latter have complied with all admission formalities to attend the Meeting.
In accordance with article 7:139 of the Belgian Code of Companies and Associations, shareholders who have completed the formalities for admission to the Meeting may submit written questions, as from the publication of this notice, concerning the items on the agenda to the members of the Board of Directors and/or the statutory auditors. Questions must be received by the Company by letter or e-mail ([email protected]) by Wednesday, 25 May 2022, at 5.00 pm (CET) at the latest.
In accordance with Article 20.3 of the articles of association of the Company, any shareholder may vote by mail prior to the Meeting. Such vote must be submitted on the form prepared by the Company. The Company must receive the signed form by post or email by Wednesday, 25 May 2022, at 5.00 p.m. (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The form to vote by mail is available on the Company's website (www.viohalco.com).
In accordance with article 7:142 of the Belgian Code of Companies and Associations and article 19.2 of the articles of association of the Company, any shareholder may be represented at the Meeting by a proxyholder. In light of the Covid-19 crisis, it is advised that all proxies be given to the Chairman of the Meeting by using the form prepared by the Company. The Company must receive the signed form by post or email by Wednesday, 25 May 2022, at 5.00 p.m. (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The proxy form is also available on the Company's website (www.viohalco.com).
Any appointment of a proxyholder must comply with the applicable Belgian legislation, notably in terms of conflicting interests and record keeping.
In order to take part in the Meeting, shareholders or holders of other securities as well as proxy-holders must present a proof of their identity and the representatives of legal persons must provide a copy of the documents that attest their identity and powers of representation, in any case at the latest immediately before the opening of the Meeting.
The annual report and the documents, which the law requires to be made available to the shareholders together with the present convening notice, are available on the Company's website (www.viohalco.com), including the form to vote by mail and the proxy form.
The shareholders may also review upon request all documents, which the law requires to make available to them, on business days and during normal office hours, at the registered offices of the Company (30 avenue Marnix, 1000, Brussels, Belgium).
Prior written questions concerning items on the agenda, requests to amend the agenda of the Meeting, forms to vote by mail, forms to appoint proxyholders, all certificates and other documents which must be communicated to the Company pursuant to the present convening notice must be exclusively addressed to Catherine Massion, deputy manager, Viohalco SA, 30 avenue Marnix, 1000 Brussels, Belgium (tel: + 32 (0)2 224 09 11/ e-mail: [email protected]) in accordance with the modalities specified in the present convening notice.
The Board of Directors
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