Convening of the Ordinary General Meetings of Shareholders of 30 April 2021
CONVENING OF THE ORDINARY GENERAL MEETINGS OF SHAREHOLDERS OF 30 APRIL 2021
The shareholders are invited to attend the ordinary general meeting, which will take place on Wednesday 30th of April 2021 at 11:00AM at the registered seat in 1070 Brussels (Anderlecht), Allée de la Recherche 60.
Due to the health crisis linked to Covid-19 and the measures taken by the public authorities, the board of directors recommends that shareholders who wish to participate in the ordinary general meeting to express their vote by proxy by giving a mandate to the person independent mentioned in the form of proxy attached to this notice and specifying their voting instructions.
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.
However, the board has decided to broadcast the meeting through Teams. Shareholders wishing to attend are requested to provide their email address in the notice of attendance attached to this notice. Remote electronic voting will not be possible.
AGENDA OF THE ORDINARY GENERAL MEETING OF 30 APRIL 2021
- Report of the board of directors on the financial year ended 31 December 2020
Commentary: the board report discusses all the items referred to in article 3:6 of the Company and Associations code.
- Remunerations report on the financial year ended 31 December 2020
Proposed decision: approve the remunerations report on the financial year ended 31 December 2019.
- Statutory auditor’s report on the annual accounts as at 31 December 2020
Commentary: this report has been prepared in accordance with the articles 3:74 and 3:75 of the Company and Associations code.
- Annual accounts as at 31 December 2020 – Result appropriation
Proposed decision: approve the annual accounts as at 31 December 2020, including the distribution of a gross dividend of € 0,68 per share.
- EU-IFRS financial statements as at 31 December 2020
Commentary: to provide a useful and complete set of information to the market, the Company prepares, in addition to the annul accounts in accordance with the Company code and Belgian accounting law (BE GAAP), financial statements in accordance with international financial reporting standards as adopted by the European Union (EU-IFRS), with equity accounting of UCB.
- Discharge of the directors for the financial year ended 31 December 2020
Proposed decision: by special vote, discharge each of the directors for the execution of their respective mandate during the financial year ended 31 December 2020
- Discharge of the statutory auditor for the financial year ended 31 December 2020
Proposed decision: discharge the statutory auditor for the execution of his mandate during the financial year ended 31 December 2019
- Remuneration policy
Proposed decision: approve the remuneration policy established in accordance with article 7: 89/1 of the Companies and Associations Code
- Board of Directors - Renewal – Resignation - Appointment
- Proposed decision: renew the term of office of Cedric van Rijckevorsel for a period of four years ending at the end of the ordinary general meeting to be held in 2025;
- Proposed decision: renew the term of office of NV Vauban duly represented by its permanent representative Mr Gaëtan Hannecart, for a period of four years ending at the end of the ordinary general meeting to be held in 2025;
- Proposed decision: Confirm that NV Vauban is appointed as independent director, the company and its permanent representative both responding to the independence criteria laid down in article 7:87 of the Company and Associations code and the 2020 Governance code;
- Proposed decision: register the resignation of Mr Bruno Holthof as a director with effect from the date of this meeting;
- Proposed decision: approve the appointment of Praksis BV duly represented by its permanent representative Mr Bruno Holthof as a director for a period of four years ending at the end of the ordinary general meeting to be held in 2025;
- Proposed decision: Confirm that Praksis BV is appointed as independent director, the company and its permanent representative both responding to the independence criteria laid down in article 7:87 of the Company and Associations code and the 2020 Governance code;
- Proposed decision: register the resignation of Mr Cyril Janssen as a director with effect from the date of this meeting;
- Proposed decision: approve the appointment of Nikita Srl duly represented by its permanent representative Mr Cyril Janssen as a director for a period of four years ending at the end of the ordinary general meeting to be held in 2025;
- Proposed decision: register the resignation of Mr Nicolas Janssen as a director with effect from the date of this meeting;
- Proposed decision: approve the appointment of Mr Edouard Janssen as a director for a period of four years ending at the end of the ordinary general meeting to be held in 2025.
- Designation of the statutory auditor for the financial year ended 31 December 2024
Proposed decision: 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 Christophe Colson, auditor, for a period of three years which will end at the end of the ordinary general meeting to be held in 2024, and set the annual remuneration for the exercise of this mandate at an amount of € 13,000 (excluding VAT), this amount being reviewed annually, starting from the 2022 financial year, 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 Wednesday 16 April 2021, 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@example.com, no later than six days before the date of the general meeting (being Thursday 24 April 2021).
A Teams invitation to attend the general meeting will be communicated to the email address provided by the shareholder in the notice of attendance.
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 firstname.lastname@example.org, no later than six days before the date of the meeting (being Thursday 24 April 2021).
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 Tuesday 8th of April 2021) by e-mail sent to email@example.com.
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 Tuesday 15 April 2021). 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 firstname.lastname@example.org, no later than the sixth day before the date of the meeting (being Thursday 24 April 2021).
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
- EU-IFRS accounts
- Management report of the board of directors
- Remuneration report
- Statutory auditor's report on the annual accounts
- Auditor's report on the EU-IFRS accounts
- Annual financial report
- Draft remuneration policy
- Profile of the proposed new directors and profile of the directors whose term of office is proposed.
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@example.com.
Brussels, 25th of March 2021
The board of directors
One Liberty Plaza - 165 Broadway
NY 10006 New York
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