Invitation to the Extraordinary General Meeting
Campine NV is calling all shareholders to participate in an important extraordinary general meeting. This event is scheduled to take place at 10:30 a.m. at the Hotel Botanique Sanctuary located in Antwerp. Your participation is crucial as we will discuss significant agenda items related to the company's governance and operations.
Meeting Agenda Overview
1. Ratification of Director Resignation
One of the key matters to be discussed is the acknowledgment and ratification of the resignation of the director, “DELOX,” represented by Mr. De Groote Patrick. The extraordinary general meeting will finalize this resignation, allowing for the discharge of their mandate to be addressed in the next annual meeting.
2. Prolongation of Capital Increase Authorization
Another important resolution involves granting a prolongation of the board's authorization to increase the company’s capital by an additional four million euros (€ 4,000,000.00). This authorization would be effective for a period of five years, starting from the publication date of the amendment to the articles of association.
3. Share Buyback Authorization
The meeting will also vote on extending the board's authorization to acquire its own shares for another five years. The board believes this policy will be beneficial for the company and its shareholders.
4. Compensation Amendments
Additionally, the extraordinary meeting will consider amendments to the compensation structure as outlined in article 23 of the articles of association. The board aims to adjust directors' remuneration based on proposals from the remuneration committee, ensuring fair compensation reflecting directors' contributions.
5. Profit Allocation and Reserve Fund Amendments
Amendments to article 39 regarding profit allocation will also be proposed. A minimum of five percent of the net profit will be allocated to forming a reserve fund until it reaches one-tenth of the capital. Shareholders will have a say in the final allocation of profits during the annual meeting.
6. Articles of Association Adjustments
Finally, adjustments to articles 7 and 12 will be proposed to ensure they align with previous agenda points. These adjustments are essential for maintaining compliance with the legal framework governing the company's operations.
Conditions of Admission
To attend the extraordinary general meeting, shareholders must be officially registered by the specified registration date. It’s essential that you confirm your participation by the deadline. Registered shareholders are encouraged to submit their email addresses for efficient communication.
Adding Items to the Agenda
Shareholders holding at least 3% of the share capital have the right to propose additional items for discussion during the meeting. These requests must be submitted to the company in writing by the set deadline.
Submitting Questions
Shareholders may submit questions in writing regarding the agenda items or reports in advance of the meeting. The company is committed to addressing these inquiries during the session, provided they don't compromise any confidential aspects of operations.
Proxy Voting Information
Shareholders wishing to vote by proxy must adhere to registration procedures and designate a representative. This offers shareholders the opportunity to ensure their voice is heard, even if unable to attend in person.
Document Availability
All relevant documents regarding the extraordinary meeting will be made accessible both on the company's website and at the registered office. Shareholders may request copies or consult these documents free of charge.
Frequently Asked Questions
What is the date and time of the extraordinary general meeting?
The meeting is set for Wednesday, 28 May 2025, at 10:30 a.m.
Where will the meeting take place?
The extraordinary general meeting will be held at Hotel Botanique Sanctuary in Antwerp.
Who can attend the meeting?
Only registered shareholders on the specified date are permitted to attend the meeting.
Can shareholders propose additional agenda items?
Yes, shareholders with at least 3% of the capital may add items to the agenda by submitting requests by the designated deadline.
How can shareholders submit questions prior to the meeting?
Shareholders may submit questions in writing or via email before the meeting, which will be addressed during the session.
