Naamloze Vennootschap
Nijverheidsstraat 2, 2340 Beerse
VAT BE0403.807.337 – RPR Turnhout
INVITATION ORDINARY GENERAL MEETING
Wednesday 24
The shareholders are invited to participate in the ordinary general meeting, which will be held on Wednesday
1. Reading and discussion about the report of the board of directors, the annual accounts and consolidated annual accounts of the financial year closed on
2. Reading of and discussion about the auditor’s report on the above-mentioned annual accounts.
3. Approval of the annual accounts of the financial year closed on
Resolution proposal: The ordinary general meeting approves the annual accounts of the financial year closed on 31 December 2022.
4. Approval of the appropriation of the result of the financial year closed on
Resolution proposal: The ordinary general meeting decides to appropriate the result of the financial year closed on 31 December 2022 as proposed by the board of directors. The ordinary general meeting decides to distribute a dividend of € 3.750 mio (this means € 2.50 gross per share) against presentation of coupon no 14, with payment date: 9
5. Approval of the remuneration policy of the company.
Resolution proposal: The ordinary general meeting approves the remuneration policy (including the introduction of the LTI plan) as mentioned in the annual report 2022.
6. Approval of the remuneration report of the financial year closed on
Resolution proposal: The ordinary general meeting approves the remuneration report of the financial year closed on 31 December 2022.
7. Discharge to the board members for the financial year closed on
Resolution proposal: The ordinary general meeting grants discharge to the board members for the execution of their mandate during the financial year closed on 31 December 2022.
8. Discharge to the auditor for the financial year closed on
Resolution proposal: The ordinary general meeting grants discharge to the auditor for the execution of his mandate during the financial year closed on 31 December 2022.
9. Statutory nominations:
9a. The mandate of
Resolution proposal: The ordinary general meeting approves the renewal of the mandate of DELOX BV, represented by its permanent representative Mr.
9b. The mandate of
Resolution proposal: The ordinary general meeting approves the renewal of the mandate of
9c. The mandate of
Resolution proposal: The ordinary general meeting approves the renewal of the mandate of
Please note that you are required to comply with the following conditions and requirements:
CONDITIONS OF ADMISSION
Only the person who is an official shareholder on the registration date (Wednesday 10
Furthermore, the shareholder confirms his participation to the ordinary general meeting ultimately on Thursday 18
- the holder of registered shares: in writing to the company (see contact registered office);
- the holder of dematerialised shares: to Euroclear Belgium preferably by email: ebe.issuer@euroclear.com. The recognised account holder, or the clearing institution issues the necessary certificate to the shareholder indicating the total number of dematerialised shares, respectively delivered or registered in his name in his account on the registration date, with which the shareholder wants to participate in this general meeting.
ADD ITEMS TO THE AGENDA
One or more shareholders holding together at least 3% of the share capital may add items to the agenda of this general meeting and submit resolution proposals relating to topics already included or to be included on the agenda. These requests must be addressed to the Company (see contact registered office) ultimately on Tuesday 2
- prove that on the date of their request, they possess the required percentage of the share capital (by a certificate of registration of the registered shares in the Company's register of shares or by a certificate issued by a recognised account holder or clearing institute indicating that the respective number of dematerialised shares are registered in their name in an account) and;
- prove that on the registration date they are still shareholder holding together at least 3% of the share capital.
When appropriate, the revised agenda and adjusted form to vote by proxy will be made public ultimately on 9
Nevertheless, the proxies received by the Company prior to the publication of the revised agenda, remain valid for the items mentioned on the agenda. Exceptionally contradictory to the above mentioned, the proxy holder can - in compliance with article 7:130 of the Code on Companies and Associations - during this general meeting, deviate from possible instructions of the proxy principal, for items mentioned on the agenda, for which new resolutions were submitted, if the execution of these instructions could damage the interest of the proxy principal. The proxy holder has to inform the proxy principal in this case. The proxy should mention whether the proxy holder is entitled to vote on new items put on the agenda or whether he has to abstain from them.
RIGHT TO ASK QUESTIONS
Pursuant to the Code on Companies and Associations and under certain conditions, the shareholders can submit questions in writing, prior this general meeting, to the board of directors or the auditor regarding their report or items mentioned on the agenda. These questions will be handled during this general meeting if the shareholder complies with the participation formalities and as far as the communication of information or facts does not prejudice
These questions can be submitted in writing or per email beforehand to the Company (see contact registered office ultimately on Thursday 18
VOTING BY PROXY
Each shareholder who wants to be represented has to comply with the above mentioned registration and confirmation of participation procedures. Each shareholder who complies with the formalities for admission to this general meeting provided for by the law and the company's articles of association may designate one person, preferably Mrs.
The notification of the appointment of a proxy holder must be received ultimately on Thursday 18
FORMALITIES
The documents to be presented to this general meeting are available on the website www.campine.com/investors/shareholder information/general meetings and financial publications): the annual financial report as of today, the other documents as of Friday 21
Contact registered office
Att:
Attachments
- A Decision to appoint Yass
- Volmacht eng
- A bijeenroeping eng
© OMX, source