Invitiation ordinary general meeting of Wednesday 27 May 2020 at 11h
24 Aprile 2020 - 10:00AM
Invitiation ordinary general meeting of Wednesday 27 May 2020 at
11h
Naamloze Vennootschap
Nijverheidsstraat 2, 2340 Beerse
VAT BE0403.807.337 –
RPR Turnhout
Important
notification to the shareholders
In view of the Royal
Decree No 4 of 9 April 2020 regarding the spread of the COVID-19
pandemic, shareholders and persons with the right to participate in
the general meeting or their proxy holders are prohibited to
physically attend the general meeting.
The company provides
the possibility for the shareholders to attend the general meeting
via electronic communication (Zoom Video Call). Therefore The
shareholders are requested to provide their email address when
registering for participation. In addition, the shareholders are
given the opportunity - in accordance with the modalities below -
to ask questions in writing in advance as well as to give a proxy
to the secretary of the general meeting (Ms Karin Leysen) in
advance via the proxy form with voting instructions. Practical
information regarding the electronic participation can be found on
the website: www.campine.com/investors/shareholder
information/general meetings.
The shareholders are invited to participate in
the Ordinary General Meeting, which will be held on Wednesday 27
May 2020 at 11h at Campine, Nijverheidsstraat 2, 2340 Beerse
(solely via electronic communication - video call), with the
following agenda and proposals:
- Reading and discussion about the report of the Board of
Directors, the annual accounts and consolidated annual accounts of
the financial year closed on 31 December 2019.
- Reading of and discussion about the Auditor’s Report on the
above mentioned accounts.
- Approval of the annual accounts of the financial year closed on
31 December 2019 Resolution proposal: The Ordinary General Meeting
approves the annual accounts of the financial year closed on 31
December 2019.
- Approval of the appropriation of the result of the financial
year closed on 31 December 2019. Resolution proposal: The Ordinary
General Meeting decides to appropriate the result of the financial
year closed on 31 December 2019 as proposed by the Board of
Directors. The Ordinary General Meeting decides to distribute a
dividend of € 2,625 mio (this means € 1,75 gross per share) against
presentation of coupon no 11, with payment date: 12 June 2019
(ex-date: 10 June 2019 and record date: 11 June 2019).
- Approval of the Remuneration Report of the financial year
closed on 31 December 2019.Resolution proposal: The Ordinary
General Meeting approves the Remuneration Report of the financial
year closed on 31 December 2019.
- Discharge to the Board members for the financial year closed on
31 December 2019.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 2019.
- Discharge to the Auditor for the financial year closed on 31
December 2019.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 2019.
- Statutory nominations:8a.Appointment of YASS BV,
represented by its permanent representative Mrs. Ann De Schepper,
as independent Board member for a period of 3 years. The Board has
determined that YASS BV, represented by its permanent
representative Mrs. Ann De Schepper complies with all criteria
required by the Code on Companies and Associations and the
Corporate Governance Code and thus can be considered as an
independent director.Resolution proposal: The Ordinary General
Meeting decides to appoint YASS BV, represented by its permanent
representative Mrs. Ann De Schepper, as independent Board member
for a period of 3 years. The mandate will, subject to renewal,
automatically end after the Annual Meeting of Shareholders of 2023.
The Directors’ remuneration amounts to € 20.250 in 2020. According
to the Articles of Association the amount is automatically
increased by € 250 on the first day of each new financial year.8b.
The mandate of the Auditor of Deloitte Bedrijfsrevisoren,
represented by Mr Luc Van Coppenolle, is expiring. Proposal to
renew the mandate of the Auditor of Deloitte Bedrijfsrevisoren,
represented by Mr. Luc Van Coppenolle, for a period of 3
years. Resolution proposal: The Ordinary General Meeting
approves the renewal of the mandate of the Auditor of Deloitte
Bedrijfsrevisoren, represented by Mr. Luc Van Coppenolle, for a
period of 3 years. The mandate will automatically end, unless
renewed after the Ordinary General Meeting of Shareholders of 2023.
The annual fee for audit services amounts to € 53.400. This amount
is yearly indexable.
- Any other business
Please note that you are required to comply with
the following conditions and requirements:
CONDITIONS OF ADMISSIONOnly the
person who is an official shareholder on the Registration date
(Tuesday 13 May 2020 at twenty four (24:00) hour)
- either by means of a registration in the Company’s register of
shares or by means of a registration on the accounts of the
recognised account holders or clearing institution – are admitted
to the Ordinary General Meeting, irrespective of the number of
shares in his possession on the date of the Ordinary General
Meeting.
Furthermore, the shareholder confirms
his participation to the Ordinary General Meeting ultimately on
Thursday 21 May 2020 (16:00). Please note that this is a public
holiday in Belgium, so you need to confirm this earlier
(the shareholders are requested to provide their email address
when registering):
- The holder of registered shares: in writing to
the company (see contact registered office);
- The holder of dematerialised shares: to
Euroclear Belgium (by mail: to the attn. of Issuer Relations,
Koning Albert II-laan 1, 1210 Brussel; by email:
ebe.issuer@euroclear.com or by fax: +32 2 337 54 46). 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 AGENDAOne 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 5 May 2020. The shareholders who exercise this
right must:
- 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 12 May 2020.
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 or the Auditor regarding their
report or items mentioned on the agenda. These questions will be
handled during this General Meeting if (i) the shareholder complies
with the participation formalities and (ii) as far as the
communication of information or facts does not prejudice Campine
nv's business interests nor the confidentiality to which Campine
nv, its directors or Auditor have committed
themselves.These questions can be submitted in writing or
per email beforehand to the Company (see contact registered office
ultimately on Saturday 23 May 2020 (16:00h).
VOTING BY PROXYEach 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 (Ms
Karin Leysen - secretary of the General Meeting (RD no 4 of 9 April
2020, art. 6, §4 – Covid-19 pandemic measures, proxy holder is one
designated person) to represent him at this General Meeting in
accordance with the Code on Companies and Associations by means of
the form to vote by proxy which can be found on the website
www.campine.com/investors/shareholders information/general meetings
and is available on request (see contact information registered
office). Every appointment of a proxy holder has to be made in
compliance with Belgian legislation, especially regarding conflict
of interest and the register keeping.
The notification of the appointment of a
proxy holder must be received ultimately on
Thursday 21 May 2020 (16:00h) - please note that this is a public
holiday in Belgium, so it should be sent earlier - in
writing or by electronic means to the Company (see Contact
registered office) or to Euroclear Belgium ( attn. of Issuer
Relations, Koning Albert II-laan 1, 1210 Brussel (email:
ebe.issuer@euroclear.com / fax: +32 2 337 54 46))
FORMALITIESAs of Friday
24 April 2020, 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) or can be consulted at the registered
office and are also available – free of charge – on request via
letter, fax, tel or email to the registered office attn. Karin
Leysen.
Contact registered
officeCampine nv, Nijverheidsstraat 2, 2340 Beerse,
www.campine.comAtt: Karin Leysen: karin.leysen@campine.com, tel:
014/60 15 49
- A bijeenroeping eng
- Decision to appoint Yass
- Volmacht eng
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Da Mar 2024 a Apr 2024
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