Convening of the ordinary general meeting of shareholders of April 26, 2024

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Convening of the Ordinary General Meeting of shareholders of 26 april 2024

The shareholders are invited to attend the ordinary general meeting, which will take place on Friday 26th of April 2024 at 11:00AM, at the registered seat in 1070 Brussels (Anderlecht), Allée de la Recherche 60.

The board of directors has decided not to organize a remote general meeting in accordance with article 7:137, §1 of the Companies and Associations Code.

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Agenda of the ordinary general meeting of 26 april 2024

               1.       Report of the board of directors on the financial year ended 31 December 2023

Commentary: the board report discusses all the items referred to in article 3:6 of the Company and Associations code.

               2.       Remunerations report on the financial year ended 31 December 2023

Proposed decision: approve the remunerations report on the financial year ended 31 December 2023.

               3.       Statutory auditor’s report on the annual accounts as at 31 December 2023

Commentary: this report has been prepared in accordance with the articles 3:74 and 3:75 of the Company and Associations code.

               4.       Annual accounts as at 31 December 2023 – Result appropriation

Proposed decision: approve the annual accounts as at 31 December 2023, including the distribution of a gross dividend of € 0,97 per share.

               5.       Discharge of the directors for the financial year ended 31 December 2023

Proposed decision: discharge each of the directors for the execution of their respective mandate during the financial year ended 31 December 2023.

               6.       Discharge of the statutory auditor for the financial year ended 31 December 2023

Proposed decision: discharge the statutory auditor for the execution of his mandate during the financial year ended 31 December 2023.

               7.       Board of Directors – Renewal – Resignation – Appointment

a)    Proposed decision: register the resignation as a director of AVO Management BV, represented by Mrs Annick Van Overstraeten, with effect from the date of this meeting;

b)    Proposed decision: approve the appointment as a director of Mrs Sandrine Flory for a period of four years ending at the end of the ordinary general meeting to be held in 2028

c)    Proposed decision: confirm that Mrs Sandrine Flory is appointed as independent director in accordance with the independence criteria set out in the Company and Associatio code and the 2020 Governance code;

d)    Proposed decision: register the resignation as a director of Biofina SRL, duly represented by Mrs Fiona du Monceau, with effect as from 16 March 2024;

e)    Proposed decision: approve the appointment as a director of Bergendal & Co SRL, represented by Mr Tanguy du Monceau, for a period of four years ending at the end of the ordinary general meeting to be held in 2028

f)    Proposed decision: register the resignation of EJ Management SRL, represented by Mr Edouard Janssen, as a director with effect as from the date of the ordinary general meeting of 26 April 2024.

               8.       Appointment of the statutory auditor

Proposed decision: based on the proposal of the Board of Directors, exercising the powers of an audit committee, appoint as statutory auditor BDO BEDRIJFSREVISOREN-BDO REVISEURS D’ENTREPRISES S.C.R.L. (N° d’entreprise 0431.088.289) whose head office is located Ave Da Vincilaan 9, 1930 Zaventem, represented by Mr Sébastien Jaspar, auditor, for a period of three years which will end at the end of the ordinary general meeting to be held in 2027, and set the annual remuneration for the exercise of this mandate at an amount of € 14,625 (excluding VAT), this amount being reviewed annually, starting from financial year 2025, to take account of the evolution of the consumer price index.

Formalities to attend the general meeting

To attend or be represented at the general meeting and exercise her/his voting right, a shareholder must have carried out the accounting registration of his/her shares on the fourteenth day before the general meeting at 24:00h Belgian time (being Friday 12 April 2024, the “Registration Date”), either by registering them in the Company’s register of nominative shares, or by registering them in the accounts of a licensed account holder or a settlement institution, the number of shares held on the day of the meetings being disregarded.

The shareholder must also inform the Company of her/his desire to attend the general meeting. A holder of nominative shares should send to the Company the duly signed attendance notice, this form being appended to the invitation to attend. A holder of dematerialized shares should send to the Company the attestations issued by the licensed account holder or by the settlement institution, certifying the number of shares that are registered in the accounts of the account holder or settlement institution on the name of the shareholder at the Registration Date and for which the shareholder has declared he/she wants to participate in the general meeting. The attendance notices or the attestations should reach the Company, at the e-mail address [email protected], no later than six days before the date of the general meeting (being Saturday 20 April 2024).

Voting by proxy

The board of directors encourages shareholders to be represented by a proxy, in accordance with the provisions of articles 7:142 to 7:145 of the Companies and Associations Code.

The proxies must be executed in writing on the basis of the form drawn up by the board of directors and must be signed by the shareholder. For the nominative shareholders, the form is appended to their invitation to attend. Holders of dematerialized shares can retrieve the form from the Company’s website www.financiere-tubize.be. The proxy must reach the Company, at the e-mail address [email protected], no later than six days before the date of the meeting (being Saturday 20 April 2024).

Adding items to the agenda and submitting proposed decisions

One or more shareholders collectively holding at least 3% of the share capital may request that items be added to the agenda of the meetings and submit proposed decisions concerning original and/or added matters on the agenda.

Requests should be made in writing and include the text of items to be added with corresponding proposed decisions or of proposed decisions relating to original agenda items. They should state the e-mail address to which the Company can send an acknowledgement of receipt within 48 hours. Requests should reach the Company no later than twenty-two days before the date of the general meeting (being Thursday 4th of April 2024) by e-mail sent to [email protected].

Shareholders intending to exercise this right should prove, on the date of their request, that they hold at least 3% of the share capital, either through a certificate stating that the corresponding shares are registered in the Company’s register of nominative shares, or through a certificate drawn up by a licensed account holder or settlement institution certifying the number of corresponding dematerialised shares registered in accounts on the name of the shareholders. They should also perform the accounting registration for at least 3% of the capital.

If shareholders exercise this right, the Company shall publish a supplemented agenda for the general meetings according to the same terms as the original agenda and no later than fifteen days before the date of the general meetings (being Thursday 11 April 2024). Simultaneously, the Company will make amended forms for voting by proxy available to its shareholders through its website.

Right to ask questions to the directors and the auditor

Each shareholder who has satisfied the formalities for admission to the meeting has the right, as from the publication of the invitation to attend, to ask questions in writing about the directors’ and the statutory auditor’s reports, as well as about any other items indicated on the agenda of the general meeting, to which will be responded, as the case may be, by the directors or the statutory auditor, as long as the disclosure of data or facts does not harm the Company’s commercial interests and does not violate the confidentiality agreements binding the Company, its directors or the statutory auditor. These questions should be sent electronically to [email protected], no later than the sixth day before the date of the meeting (being Saturday 20 April 2024).

Information on the website

The following information can be consulted on the Company’s website www.financiere-tubize.be:

  • Present convening
  • Proxy form
  • Total number of shares and voting rights at the date of the present convening
  • All documents intended to be presented to the ordinary general meeting
    • Annual accounts
    • Management report of the board of directors
    • Remuneration report
    • Auditor’s report on the annual accounts
    • Annual financial report
    • Profile of the proposed new director.

Holders of nominative shares receive a copy of all documents together with the invitation to attend. Other shareholders may obtain a free copy of the documents by sending a request to [email protected].

On the day of the assembly, share owners and proxy holders will have to prove their identity and representatives of corporations will have to evidence their power. Therefore, it is highly recommended to register at 10:00AM.

The board of directors

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