Invitation Ordinary General Meeting May 26th, 2021
Naamloze Vennootschap
Nijverheidsstraat 2, 2340 Beerse
VAT BE0403.807.337 –
RPR Turnhout
INVITATION ORDINARY GENERAL MEETING
Wednesday 26 May 2021 at 11h
Important
notification to the shareholders Due to the COVID-19
pandemic, the General Meeting will be organised via electronic
communication.
The shareholders can
only participate via electronic communication (Zoom Video Call).
Therefore the shareholders are requested to provide their email
address when registering for participation.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 –
preferably 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 26
May 2021 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 2020.
- 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 2020 Resolution proposal: The Ordinary General Meeting
approves the annual accounts of the financial year closed on 31
December 2020.
- Approval of the appropriation of the result of the financial
year closed on 31 December 2020. Resolution proposal: The Ordinary
General Meeting decides to appropriate the result of the financial
year closed on 31 December 2020 as proposed by the Board of
Directors. The Ordinary General Meeting decides to distribute a
dividend of € 0.975 mio (this means € 0.65 gross per share) against
presentation of coupon no 12, with payment date: 11 June 2021
(ex-date: 9 June 2021 and record date: 10 June 2021).
- Approval of the Remuneration Policy of the company.Resolution
proposal: The Ordinary General Meeting approves the Remuneration
Policy as mentioned in the annual report 2020.
6. Approval of the
Remuneration Report of the financial year closed on 31 December
2020. Resolution proposal: The Ordinary
General Meeting approves the Remuneration Report of the financial
year closed on 31 December 2020.
7. Discharge to the Board
members for the financial year closed on 31 December 2020.
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
2020.
- Discharge to the Auditor for the financial year
closed on 31 December 2020. 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
2020.
- Statutory nominations:
9a. Appointment of EY
Bedrijfsrevisoren, represented by Harry Everaerts as statutory
auditor of the company for a period of 3 years. Article 41 of the
EU Regulation 537/2014 states that as of June 17, 2020, a public
interest entity shall not grant or renew an audit engagement to a
particular statutory auditor or audit firm, if, on the date of
entry into force of this regulation, that statutory auditor or
audit firm has provided statutory audit services to that public
interest organization for a continuous period of twenty or more
years. As a result, Deloitte Bedrijfsrevisoren, represented by Luc
Van Coppenolle, must resign after the General Meeting in May 2021
that decides on the annual accounts for 2020, given that the
indicated term expires at that time. The Board of Directors
proposes to appoint EY Bedrijfsrevisoren, represented by Harry
Everaerts, as Statutory Auditor for a period of 3 years.Resolution
proposal: The Ordinaryl General Meeting relieves Deloitte
Bedrijfsrevisoren, represented by Luc Van Coppenolle, from its
mandate as statutory auditor from as of the financial year 2021,
and grants Deloitte Bedrijfsrevisoren discharge from liability for
the exercise of its mandate until May 26, 2021. The Ordinary
General Meeting decides, on the proposal of the audit committee, to
appoint EY Bedrijfsrevisoren BV, with registered office at De
Kleetlaan 2, 1831 Diegem, and registered with the Crossroads Bank
for Enterprises under number 0446.334.711 (RPR Brussels),
represented by its permanent representative Harry Everaerts
Bedrijfsrevisor BV, with registered office at Grote Heimelinkstraat
111, 9100 Sint-Niklaas, represented by its permanent
representative, Mr. Harry Everaerts, as statutory auditor of the
Company, with immediate effect. The mandate will end at the
Ordinary General Meeting to be held in the year 2024. In accordance
with article 3:77 of the Companies and Associations Code, the
statutory auditor will also audit the consolidated annual accounts
of the Company. The fee for the mandate as statutory auditor (both
for auditing the statutory and consolidated annual accounts of the
Company) amounts to EUR 47,500 per year (indexed annually,
excluding VAT and other local taxes, expenses and expenses).
9b. Appointment
of FLG Belgium SRL, represented by its permanent representative Ms
Dina Brughmans, as independent Director for a period of 4 years. :
The mandate of FLG Belgium SRL, represented by its permanent
representative Ms Dina Brughmans as independent Director ends.
Proposal to renew the mandate of FLG Belgium SRL, represented by
its permanent representative Ms Dina Brughmans as independent
Director for a period of 4 years. The Board has determined that
YASS BV, represented by its permanent representative Ms Dina
Brughmans, complies with all criteria required by the Companies and
Associations Code and the Company Code and thus can be considered
as an independent Director.Resolution proposal: The Ordinary
General Meeting decides to appoint FLG Belgium SRL, represented by
its permanent representative Ms Dina Brughmans, as independent
Director for a period of 4 years. The mandate ends automatically,
unless renewed, after the Annual Meeting held in 2025. The
Directors’ remuneration amounts to € 20.500 for 2021. According to
the Articles of Association the amount is automatically increased
by € 250 on the first day of each new financial
year. 9c.
Appointment of Mr F.-W. Hempel as Director.: The mandate of Mr
F.-W. Hempel ends. Proposal to renew the mandate of Mr F.-W. Hempel
as Director for a period of 4 years.Resolution proposal: The
Ordinary General Meeting approves the renewal of the mandate of Mr
F.-W. Hempel, as Director for a period of 4 years. The mandate ends
automatically, unless renewed, after the Annual Meeting held in
2025. The Directors’ remuneration amounts to € 20.500 for 2021.
According to the Articles of Association the amount is
automatically increased by € 250 on the first day of each new
financial year.
10.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
(Wednesday 12 May 2021 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 20 May 2021 (16:00). 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 Belgium: due to Covid-19 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 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 4 May 2021. 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 11 May 2021.
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 Board of 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 Thursday 20 May 2021 (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 one
person – preferably Ms Karin Leysen, secretary of the General
Meeting - 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 20 May 2021 (16:00h) in writing or by electronic
means to the Company (see Contact registered office) or to
Euroclear Belgium Belgium: due to Covid-19 preferably by email:
ebe.issuer@euroclear.com.
FORMALITIESAs of Friday
23 April 2021, 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
- decision to appoint FLG
- proxy
- invitation
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