Invitation ordinary general meeting
19 Avril 2024 - 8:15AM
Invitation ordinary general meeting
Naamloze Vennootschap
Nijverheidsstraat 2, 2340 BeerseVAT
BE0403.807.337 – RPR Turnhout
INVITATION ORDINARY GENERAL
MEETINGWednesday 22 May 2024 at 11
a.m.
The shareholders are invited to participate in
the ordinary general meeting, which will be held on Wednesday 22
May 2024 at 11 a.m. at Hotel Botanique Sanctuary,
Leopoldstraat 26, 2000 Antwerp, 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 2023.2. 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 2023.Resolution proposal: The
ordinary general meeting approves the annual accounts of the
financial year closed on 31 December
2023.4. Approval of the appropriation of the
result of the financial year closed on 31 December 2023.Resolution
proposal: The ordinary general meeting decides to appropriate the
result of the financial year closed on 31 December 2023 as proposed
by the board of directors. The ordinary general meeting decides to
distribute a dividend of € 4.5 mio (this means € 3.00 gross per
share) against presentation of coupon no 15, with payment date: 14
June 2024 (ex-date: 12 June 2024 and record date: 13 June
2024).5. Approval of the remuneration policy of
the company.Resolution proposal: The ordinary general meeting
approves the remuneration policy as mentioned in the annual report
2023.
6. Approval of the remuneration
report of the financial year closed on 31 December 2023.Resolution
proposal: The ordinary general meeting approves the remuneration
report of the financial year closed on 31 December 2023.
7. Discharge to the board
members for the financial year closed on 31 December
2023.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 2023.
8. Discharge to the auditor for
the financial year closed on 31 December 2023.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 2023.9. Statutory
nominations:9a. Appointment of JOKECON 2.0
BV, represented by its permanent representative Mr. Johan Kestens
as board member for a period of 3 years.Resolution proposal: The
ordinary general meeting appoints JOKECON 2.0 BV, represented by
its permanent representative Mr. Johan Kestens as board member for
a period of 3 years. The mandate ends automatically, unless
renewed, after the ordinary general meeting held in 2027. The
directors’ remuneration amounts to € 21 250 for 2024. According to
the articles of association the amount is automatically increased
by € 250 on the first day of each new financial
year.9b. Renewal mandate EY
Bedrijfsrevisoren BV with registered office at Kouterveldstraat 7B,
1831 Diegem, and registered with the Crossroads Bank for
Enterprises under number 0446.334.711 (RPR Brussels)as statutory
auditor of the company for a period of 3 years. Resolution
proposal: The ordinary general meeting decides, on the proposal of
the audit committee, to appoint EY Bedrijfsrevisoren BV, with
registered office at Kouterveldstraat 7B, 1831 Diegem, and
registered with the Crossroads Bank for Enterprises under number
0446.334.711 (RPR Brussels), represented by its permanent
representative Ludovic Deprez BV, with registered office at Hof van
Rotselaar 2, 3078 Everberg, represented by its permanent
representative, Mr. Ludovic Deprez, as statutory auditor of the
Company, with immediate effect. The mandate will end at the
ordinary general meeting to be held in the year 2027. 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 € 120 406 per year (indexed annually, excluding
VAT and other local taxes, expenses and expenses).
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 8 May 2024 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 16 May 2024 (4 p.m.). 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 30 April 2024. 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 on the website
ultimately on 7 May 2024.
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 16 May 2024 (4 p.m.).
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 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 16 May 2024 (4 p.m.) -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 19 April
2024 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 bijeenroeping eng
- A Decision to appoint jokecon
- Volmacht eng
Campine Nv (LSE:0J0V)
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