Release details

2017-05-09 13:37 CEST
  • Print
  • Share Share
en fr

Eckert & Ziegler BEBIG: NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

 Eckert & Ziegler BEBIG SA

Industrial Zone C, 7180 Seneffe

VAT 457.288.682 - (Charleroi) Register of Legal Entities 0457.288.682

www.bebig.com

(the "Company")

NOTICE OF THE

ANNUAL GENERAL MEETING OF SHAREHOLDERS

 The shareholders of the Company are invited to attend the annual general meeting of shareholders scheduled to take place at the Company's registered office on Thursday, 8 June 2017 at 11:30 am.

Agenda of the annual general meeting:

  1. Acknowledgement and examination of the statutory and consolidated financial statements for the financial year which closed on 31 December 2016.
     
  2. Acknowledgement and examination of the statutory and consolidated reports of the board of directors for the financial year which closed on 31 December 2016.
     
  3. Acknowledgement and examination of the statutory and consolidated audit reports prepared by the Company's auditor for the financial year which closed on 31 December 2016.
     
  4. Approval of the remuneration report for the financial year which closed on 31 December 2016.

Proposed resolution:
"The general meeting approves the Company's remuneration report for the financial year which closed on 31 December 2016."

  1. Approval of the financial statements of the Company for the financial year which closed on 31 December 2016.

Proposed resolution:
"The general meeting approves the financial statements of the Company for the financial year which closed on 31 December 2016."

  1. Allocation of results

Proposed resolution:
"The general meeting resolves that the loss of EUR 4,195,984.76 be allocated as a loss to be carried forward to the next financial year."

  1. Discharge of the directors and the auditor.

Proposed resolution:
"The general meeting resolves, by individual vote, to grant discharge to each director and to the auditor for the exercise of their official duties during the financial year which closed on 31 December 2016."

  1. Appointment of director

"In anticipation to the entry into effect of the regulation concerning the representation of women at the board level, the general meeting resolves to appoint Mrs. Paola ECKERT-PALVARINI, as director of the Company for a term of four years, ending immediately after the annual general meeting to be held on 2021. Her office is remunerated."

  1. Reappointment of auditor and remuneration

Proposed resolution:
"The general meeting resolves to renew, for a period of three years ending right after the annual general meeting to be held on 2020, the position of BDO Reviseurs d'Entreprises, represented by Mr. FANK Félix, as statutory auditor and to set, in agreement with the auditor, its yearly remuneration to EUR 32,000.00."

  1. Powers of attorney

Proposed resolution:
"The general meeting resolves to grant the authority to each director as well as to any lawyer from the law firm of Laga, with offices at Boulevard de la Woluwe 2, 1150 Brussels, each acting individually and with the power to delegate his or her authority, to fulfil all necessary or useful formalities with respect to the aforementioned decisions of the Company, including the signing and filing of the application to amend the Company's registration with the Crossroads Enterprise Database, the filing of all documents with the competent clerk's office and the execution of the necessary formalities to ensure publication of the Company's resolutions in the Annexes to the Belgian State Gazette. For these purposes, the representatives can, in the name of the Company, make all declarations, sign all documents and, in general, do whatever is necessary."

 

RIGHTS OF THE SHAREHOLDERS

 

A. Right to submit proposals to add items to the agenda or resolutions

Shareholders holding alone or jointly more than 3% of the Company's capital have the right to submit proposals for items to be added to the agenda and for resolutions to be adopted by the general meeting. Shareholders that wish to do so must meet the following requirements:

1.           They must prove that they hold the required percentage of shares, as mentioned above, on the date of submission of the proposal (i.e. a certificate attesting to recordation of the shares in the Company's shareholders' register or a certificate prepared by an account holder or settlement institution indicating deposit of the shares); and

2.           They must hold more than 3% of the Company's capital on the record date (i.e. 25 May 2017 at 24:00).

The shareholders should submit their proposals, along with proof of title to the requisite shareholding, to info@bebig.com or by post to the Company's registered office. These documents must be received no later than 17 May 2017.

The Company will acknowledge receipt of the proposal within 48 hours. If the Company receives additional items and/or proposed resolutions, an updated agenda for the concerned general meeting will be published no later than 24 May 2017 on the Company's website, in the Belgian State Gazette and in the press.

The ad hoc proxy form and the form used to vote by correspondence, along with proposals for new agenda items and resolutions, will be posted on the Company's website, at the same time as publication of the same, i.e. no later than 24 May 2017.

Proxies submitted to the Company prior to publication of the updated agenda remain valid for items previously included on the agenda. As an exception to the foregoing, for items already included on the agenda but for which a new proposed resolution is filed in accordance with Article 533ter of the Company Code, the proxy holder may derogate, at the general meeting, from any possible instructions given by the principal if the execution of these instructions could jeopardize the principal's interests. In this case, the proxy holder must inform the principal accordingly. The proxy must indicate if the proxy holder is authorized to vote on new items on the agenda or must abstain from voting.

The concerned general meeting will examine the new proposals for agenda items and resolutions submitted by one or more shareholders if the latter meet the admission requirements to participate in the meeting.

 

B. Right to ask questions

Each shareholder is entitled to submit questions in writing to the board of directors or the auditor prior to the general meeting. Shareholders can submit their questions by e-mail to info@bebig.com or by post to the Company's registered office. The questions must be received by the Company no later than 2 June 2017. Questions will be answered during the concerned general meeting if the shareholder in question has complied with all formalities to be allowed to attend the concerned general meeting, as explained below.

 

ADMISSION FORMALITIES

Pursuant to Article 536 §2 of the Company Code, only shareholders who meet the two following conditions will be authorized to participate in and vote at the general meeting:

1.           The Company must be able to determine, based on the proof submitted pursuant to the procedure described below, that the shareholder holds on 25 May 2017, at 24.00 (CET) (the "Record Date"), the number of shares which that shareholder intends to vote at the general meeting; and

2.           The shareholder must expressly confirm no later than 2 June 2017 his or her intention to participate in the general meeting.

 

A. Registration

The registration procedure is as follows:

  • Holders of registered shares or registered certificates: no particular actions need be taken.
  • Holders of dematerialized shares: the shares to be voted at the general meeting must be deposited with an accredited account holder or settlement institution.

Only shareholders of the Company on the Record Date will be authorized to participate in and vote at the general meeting.

 

B. Confirmation of participation

In addition, shareholders who wish to participate in the general meeting must notify their intention to attend no later than 2 June 2017 as follows:

  • Holders of registered shares or registered certificates: the board of directors must be informed in writing no later than 2 June 2017; the notice can be sent by e-mail to info@bebig.com or by post to the Company's registered office;
  • Holders of dematerialized shares: (i) must inform the board of directors in writing no later than 2 June 2017 of their intention to attend (the notice can be sent by e-mail to info@bebig.com or by post to the Company's registered office) and (ii) must submit to the Company's registered office by 2 June 2017 a certificate issued by the authorised account holder or settlement institution indicating the number of shares the shareholder wishes to vote at the general meeting and the number of dematerialized shares recorded in his or her name as of 25 May 2017, at 24.00 (CET).

 

PROXIES

Pursuant to Article 27 of the Company's articles of association, every shareholder can be represented at the general meeting by a third party, who need not be a shareholder. Unless the Company Code provides otherwise, a shareholder may only appoint one proxy for any given general meeting of shareholders.

The proxy holder must be appointed using the form prepared by the Company to this end. The original proxy should be received by the Company no later than 2 June 2017. It can be sent by post to the Company's registered office or by e-mail to info@bebig.com. In the latter case, the form must have an electronic signature that meets the applicable Belgian statutory requirements. The proxy form is available for download on the Company's website or can be requested at info@bebig.com. Shareholders and proxy holders are requested to follow the instructions on the proxy form in order to ensure valid representation at the general meeting.

All proxy appointments must comply with the requirements of Belgian law, including the provisions on conflicts of interest and record keeping. Shareholders who wish to be represented by a proxy must also fulfil the formalities to attend and vote at the meeting, as set forth above.

 

VOTING BY CORRESPONDENCE

Pursuant to Article 32 of the Company's articles of association, each shareholder is entitled to vote by correspondence prior to the meeting, using the form prepared for this purpose by the board of directors. This form is available for download on the Company's website and should be received by the Company no later than 2 June 2017. It can be submitted by e-mail to info@bebig.com or sent by post to the Company's registered office. Shareholders who wish to vote by correspondence must also fulfil the formalities to attend and vote at the meeting, as set forth above.

 

AVAILABLE DOCUMENTS

Pursuant to Article 533bis §2 of the Company Code, as from the publication date of the notice (i.e. 9 May 2017) until the end of the general meeting, all documents that must be made available by law to the shareholders will be posted on the Company's website, www.bebig.com. For the duration of this same period, these documents will be made available to shareholders at the Company's registered office.

Every shareholder is entitled to receive, further to submission of proof of title in accordance with Article 535 of the Company Code, a copy free of charge of (i) the 2016 statutory and consolidated financial statements, (ii) the 2016 statutory and consolidated annual reports, (iii) the 2016 statutory and consolidated auditor's reports, (iv) the agendas for the meeting and the proposed resolutions or, if no resolutions need be passed, the comments of the board of directors on the items on the agendas, and (v) the proxy form.

Together with the present notice, registered shareholders as well as the Company's directors and auditors shall be provided with the draft annual financial statements and the reports mentioned on the agendas, along with a description of the Company's capital on the date of the notice and the standard proxy form and form to vote by correspondence.

THE BOARD OF DIRECTORS

HUG#2102974