VGP NV: CONVOCATION OF A SPECIAL SHAREHOLDERS’ MEETING
VGP NV Uitbreidingstraat 72, box 7 2600 Antwerp
(Berchem) Company number 0887.216.042 (Register of legal entities –
Antwerp, division of Antwerp) VAT BE 0887.216.042 www.vgpparks.eu
(the “Company”)
Berchem (Antwerp), 5 November 2019
The shareholders are hereby invited to attend
the special shareholders’ meeting of the Company which shall take
place at the registered office of the Company, Uitbreidingstraat
72, box 7, 2600 Berchem, on Friday 6 December 2019
at 10:00 am, with the following agenda and proposed resolution:
AGENDA AND PROPOSED
RESOLUTION
1. Approval of the change
of control clause (“Change of Control Resolution”), as included in
the Schuldschein loan agreements entered into on
10 October 2019 by the Company and Norddeutsche
Landesbank (as “Arranger”), in accordance with article 556 of the
Belgian Companies Code.
Proposed resolution: The change
of control clause (“Change of Control Resolution”), as included in
the Schuldschein loan agreements entered into on
10 October 2019 by the Company and Norddeutsche
Landesbank (as “Arranger”), is approved, in accordance with article
556 of the Belgian Companies Code. In accordance with the
requirements of article 556, second indent, of the Belgian
Companies Code, this resolution shall be filed in accordance with
article 75, 3° of the Belgian Companies Code and shall be published
as an announcement in the Belgian State Gazette by including an
extract of the minutes of this special shareholders’ meeting.
Conditions of admission to the special
shareholders’ meeting
Shareholders may only
participate in the special shareholders’ meeting and exercise their
voting rights at these meetings if the following two conditions are
satisfied:
(i) Based on the proof
submitted in accordance with the registration procedure set out
below, the Company must be able to determine that at midnight
(24:00) (CET) on the Record Date,
Friday 22 November 2019 (the “Record
Date”), you owned the number of shares for which you
intend to participate in the shareholders’ meeting.
(ii)
On
Saturday 30 November 2019 at the latest, you must
explicitly confirm to the Company that you intend to participate in
the special shareholders’ meeting.
These conditions must
be satisfied in accordance with the formalities mentioned
below.
1. Holders of registered
sharesIn accordance with article 536, §2 of the Belgian Companies
Code and article 24 of the articles of association the holders of
registered shares are entitled to participate in and to vote at the
special shareholders’ meeting, provided that:
- their shares are recorded in their name in the register of
registered shares at midnight (24:00) (CET) on the Record Date,
Friday 22 November 2019, and this irrespective of
the number of shares that they own on the date of the special
shareholders’ meeting; and
- they notify the Company in writing of (i) their intention to
participate in the special shareholders’ meeting, and (ii) the
number of securities for which they wish to participate in the
special shareholders’ meeting, by means of a signed form that must
be received by the Company at the Company’s registered office at
the latest on Saturday 30 November 2019; a model of
this form is available at the Company’s registered office and on
the Company’s website under the tab “Investors - Shareholders
Meetings” (www.vgpparks.eu).
2. Holders of dematerialized
sharesIn accordance with article 536, §2 of the Belgian Companies
Code and article 24 of the articles of association the holders of
dematerialized shares are entitled to participate in and to vote at
the special shareholders’ meeting, provided that:
- their shares are recorded in their name in the accounts of a
recognized account holder or a settlement institution at midnight
(24:00) (CET) on the Record Date,
Friday 22 November 2019, and this irrespective of
the number of shares that they own on the date of the special
shareholders’ meeting; and
- at the latest on Saturday 30 November 2019, they
provide the Company (at the Company’s registered office) with, or
arrange for the Company (at the Company’s registered office) to be
provided with, a certificate issued by the recognized account
holder or the settlement institution certifying the number of
dematerialized shares recorded in the shareholder’s accounts on the
Record Date in respect of which the shareholder has indicated his
intention to participate in the special shareholders’ meeting.
Only persons who are a shareholder of the
Company on the Record Date (Friday 22 November 2019)
and who have indicated, on Saturday 30 November 2019
at the latest, their intention to participate in the special
shareholders’ meeting as set out above will be admitted to the
shareholders’ meeting.
The shares are not blocked as a result of the
above-mentioned process. As a result, the shareholders are free to
dispose of their shares after the Record Date.
Right to add agenda items and to submit
proposed resolutions
In accordance with Article 533ter of the Belgian
Companies Code, one or more shareholders holding jointly at least
three per cent (3%) of the registered capital of the Company may
request items to be added to the agenda of the shareholders’
meeting and submit proposed resolutions in relation to existing
agenda items or new items to be added to the agenda, provided
that:
- they prove ownership of such shareholding as at the date of
their request and record their shares representing such
shareholding on the Record Date (i.e., on
Friday 22 November 2019); the shareholding must be
proven either by a certificate evidencing the registration of the
relevant shares in the register of registered shares of the Company
or by a certificate issued by a recognized account holder or a
settlement institution certifying the book-entry of the relevant
number of dematerialized shares in the name of the relevant
shareholder(s);
- the additional agenda items and/or proposed resolutions have
been submitted in writing by these shareholder(s) to the board of
directors at the latest on
Thursday 14 November 2019.
These additional agenda items and/or proposed
resolutions may be delivered to the Company by mail sent to the
Company’s registered office for the attention of Mr Dirk Stoop or
by e-mail sent to dirk.stoop@vgpparks.eu. The Company shall confirm
the receipt of the proposed requests, by e-mail or by mail to the
address mentioned by the shareholder, within 48 hours.
As the case may be, the Company shall publish
the modified agenda of the relevant shareholders’ meeting, together
with the ad-hoc proxy form, completed with the additional agenda
items and/or proposed resolutions on the website of the Company
(www.vgpparks.eu) at the latest on
Thursday 21 November 2019.
The proxies that were notified to the Company
prior to the publication of a completed agenda, remain valid for
the agenda items for which they were granted. Exception is made for
agenda items for which new proposed resolutions have been
submitted, in accordance with article 533ter of the Belgian
Companies Code: in such case the proxy holder may deviate during
the relevant shareholders’ meeting of the instructions of the
shareholder granting the proxy, if the execution of such
instructions would prejudice the interests of the shareholder. The
proxy holder must inform the shareholder thereof. The proxy must
indicate whether the proxy holder is authorised to vote on new
agenda items or whether he should abstain from voting.
Right to ask questions
In accordance with Article 540 of the Belgian
Companies Code and Article 29 of the articles of association, all
shareholders are entitled, whether during the meeting or in writing
before the meeting, to ask questions to the directors with respect
to their reports as referred to in the agenda of the special
shareholders’ meeting or the agenda items.
Questions asked in writing will only be answered
if the relevant shareholder has fulfilled the formalities set out
above to be admitted to the special shareholders’ meeting and if
the written question has been received by the Company at the latest
on Saturday 30 November 2019.
Written questions may be delivered to the
Company by mail sent to the Company’s registered office for the
attention of Mr Dirk Stoop or by e-mail sent to
dirk.stoop@vgpparks.eu.
Proxy
In accordance with article 25 of the articles of
association, each shareholder may be represented at the
shareholders’ meeting by a proxy holder, who does not need to be a
shareholder. Except in cases provided for in the law (article
547bis, §1, second indent of the Belgian Companies Code), a
shareholder may only appoint one person as proxy holder for a
particular shareholders’ meeting.
Shareholders who so wish to be represented by
proxy, are requested to use the model of proxy form (with voting
instructions) that is available at the Company’s registered office
and on the Company’s website under the tab “Investors -
Shareholders Meetings” (www.vgpparks.eu).
Notification of the proxy to the Company must
occur in writing, either by mail sent to the Company’s registered
office for the attention of Mr Dirk Stoop or by e-mail sent to
dirk.stoop@vgpparks.eu.
The signed proxy form must in original be
received by the Company at the Company’s registered office at the
latest on Saturday 30 November 2019.
Shareholders who wish to be represented by
proxy, must have fulfilled the formalities set out above to be
admitted to the special shareholders’ meeting (registration- and
confirmation procedure).
Availability of the
documents
In accordance with Article 535 of the Belgian
Companies Code, the shareholders of the Company can, as of
Tuesday 5 November 2019, upon presentation of their
security or of a certificate issued by a recognized account holder
or a settlement institution certifying the number of dematerialized
shares recorded in the name of the shareholder, obtain at the
Company’s registered office (Uitbreidingstraat 72, box 7, 2600
Berchem (Antwerp)), free of charge, a copy of the documents and
reports that relate to these meetings or that must be made
available to them pursuant to law.
Requests to obtain copies, free of charge, may
also in writing or electronically by mail or by e‑mail for the
attention of:
Mr Dirk Stoop Telephone: +32 (0)3 289 14 34
Fax: +32 (0)3 289 14 39 E-mail: dirk.stoop@vgpparks.eu
All the relevant information with regard to the
special shareholders’ meeting, including all of the reports and
documents, referred to in the item of the agenda of the special
shareholders’ meeting, as well as the aforementioned proxy forms,
are available on the website of the Company (www.vgpparks.eu) as of
Tuesday 5 November 2019.
The board of directors
- VGP_BAV 2019_Oproeping_ENG_05.11.19
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