Invitation Ordinary General Meeting Wednesday 24 May 2023 at 11
a.m.
Naamloze
Vennootschap
Nijverheidsstraat 2, 2340 BeerseVAT
BE0403.807.337 – RPR Turnhout
INVITATION
ORDINARY GENERAL
MEETINGWednesday
24 May
2023 at 11
a.m.
The shareholders are invited to participate in
the ordinary general meeting, which will be held on Wednesday 24
May 2023 at 11 a.m. at Hotel Marriott,
Korenlei 10, 9000 Gent, with the
following agenda and proposals:
1. 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 2022.2. Reading of and discussion about
the auditor’s report on the above-mentioned annual accounts.
3. Approval of the annual accounts of the
financial year closed on 31 December 2022.Resolution proposal: The
ordinary general meeting approves the annual accounts of the
financial year closed on 31 December
2022.4. Approval of the appropriation of the
result of the financial year closed on 31 December 2022.Resolution
proposal: The ordinary general meeting decides to appropriate the
result of the financial year closed on 31 December 2022 as proposed
by the board of directors. The ordinary general meeting decides to
distribute a dividend of € 3.750 mio (this means € 2.50 gross per
share) against presentation of coupon no 14, with payment date: 9
June 2023 (ex-date: 7 June 2023 and record date: 8 June
2023).5. Approval of the remuneration policy of
the company.Resolution proposal: The ordinary general meeting
approves the remuneration policy (including the introduction of the
LTI plan) as mentioned in the annual report 2022.
6. Approval of the remuneration
report of the financial year closed on 31 December 2022.Resolution
proposal: The ordinary general meeting approves the remuneration
report of the financial year closed on 31 December 2022.
7. Discharge to the board
members for the financial year closed on 31 December
2022.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 2022.
8. Discharge to the auditor for
the financial year closed on 31 December 2022.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 2022.9. Statutory
nominations:9a. The mandate of DELOX BV,
represented by its permanent representative Mr. Patrick De Groote
is expiring. Proposal to renew the mandate of DELOX BV, represented
by its permanent representative Mr. Patrick De Groote as board
member for a period of 4 years.Resolution proposal: The ordinary
general meeting approves the renewal of the mandate of DELOX BV,
represented by its permanent representative Mr. Patrick De Groote
as board member for a period of 4 years. The mandate ends
automatically, unless renewed, after the ordinary general meeting
held in 2027. The directors’ remuneration amounts to € 21,000 for
2023. According to the articles of association the amount is
automatically increased by € 250 on the first day of each new
financial year.9b. The mandate of ZENDICS
BV, represented by its permanent representative Mr. Willem De Vos
is expiring. Proposal to renew the mandate of ZENDICS BV,
represented by its permanent representative Mr.Willem De Vos as
board member for a period of 4 years. Resolution proposal: The
ordinary general meeting approves the renewal of the mandate of
ZENDICS BV, represented by its permanent representative Mr. Willem
De Vos as board member for a period of 4 years. The mandate ends
automatically, unless renewed, after the ordinary general meeting
held in 2027. The directors’ remuneration amounts to € 21,000 for
2023. According to the articles of association the amount is
automatically increased by € 250 on the first day of each new
financial year.
9c. The mandate of YASS
BV, represented by its permanent representative Mrs. Ann De
Schepper is expiring. Proposal to renew the mandate of YASS BV,
represented by its permanent representative Mrs. Ann De Schepper as
board member for a period of 4 years. Resolution proposal: The
ordinary general meeting approves the renewal of the mandate of
YASS BV, represented by its permanent representative Mrs. Ann De
Schepper as board member for a period of 4 years. The mandate ends
automatically, unless renewed, after the ordinary general meeting
held in 2027. The directors’ remuneration amounts to € 21,000 for
2023. According to the articles of association the amount is
automatically increased by € 250 on the first day of each new
financial year.
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
10 May
2023 at 12
p.m.) 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 18
May 2023
(4
p.m.).
Please
note that this is a public holiday in
Belgium, so it should be sent 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
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 2
May 2023. 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 9
May
2023.
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 of directors or the auditor
regarding their report or items mentioned on the agenda. These
questions will be handled during this general meeting if the
shareholder complies with the participation formalities and 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
18 May
2023
(4
p.m.).
Please note that this is a public
holiday in Belgium, so it should be sent
earlier.
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 Mrs. Karin
Leysen, company secretary, - 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).
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
18 May
2023 (4
p.m.).
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: preferably by email:
ebe.issuer@euroclear.com.
FORMALITIESThe
documents to be presented to this general meeting are available on
the website www.campine.com/investors/shareholder
information/general meetings and financial publications): the
annual financial report as of today, the other documents as of
Friday 21 April
2023 or can be consulted at the
registered office and are also available – free of charge – on
request to the registered office.
Contact
registered officeCampine nv,
Nijverheidsstraat 2, 2340 Beerse, www.campine.comAtt: Karin Leysen:
karin.leysen@campine.com, tel: 014/60 15 49
- A Decision to appoint Yass
- Volmacht eng
- A bijeenroeping eng
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