2013-03-22 07:32:55 -
FINANCIERE DE TUBIZE
Limited liability company
60, Allée de la Recherche, 1070 Brussels
Companies' Central Databank no. 0403 216 429
www.financiere-tubize.be
NOTIFICATION TO ATTEND THE GENERAL MEETINGS ORDINARY AND EXTRAORDINARY
OF 24 APRIL 2013
I. Date, place and time of the general meetings - Day orders
We are pleased to notify you to attend the Ordinary General Meeting of
shareholders of our company, which will be held at our registered office at 60,
Allée de la Recherche, 1070 Brussels, at 11 a.m. on Wednesday 24 April 2013, and
at the Extraordinary General Meeting in front of notary which will follow it to
11.30 a.m to deliberate on the points indicated in the day orders below and the
decision proposals detailed therein.
Ordinary General Meeting
1. Board of Directors' management report on the financial year ending 31
December 2012, including the corporate governance statement.
2. Approval of the compensation report.
Decision proposal: to approve the compensation report shown in the
corporate governance statement.
3. Auditor's report on the financial year ending 31 December 2012.
4. Annual accounts made up as at 31 December 2012 and allocation of the
positive result for the year. Communication of the consolidated accounts
made up as at 31 December 2012.
Decision proposal: to approve the annual accounts made up as at 31
December 2012, including the allocation of the result proposed therein.
Communication of the consolidated accounts made up as at 31 December 2012.
5. Discharge for the directors.
Decision proposal: to discharge the directors for the performance of their
duties during the financial year ending 31 December 2012.
6. Discharge for the auditor.
Decision proposal: to discharge the auditor for the performance of its
duties during the financial year ending 31 December 2012.
7. Statutory appointment:
Jonkheer Cédric van Rijckevorsel's term as director expires at the end of
the meeting. He can be re-elected and is standing for re-election.
Decision proposal: to re-elect Jonkheer Cédric van Rijckevorsel as
director. The term of office will last four years, ending at the end of
the 2017 Ordinary General Meeting.
8. AOB
Extraordinary General Meeting
1. Board of Directors' report on the renewal of the statutory authorisations
relating to the repurchase and disposal of own shares
2. Articles of Association amendment: renewal of the authorisation given to
the Board of Directors to purchase and dispose of own shares
Decision proposal: insert the following paragraphs after paragraph 3 of
Article 11:
"This authorisation may be extended one or more times in accordance with
the provisions of the Company Code.
The general meeting of 24 April 2013 authorised the Board of Directors to
purchase the company's shares, under the terms laid down by the law, for a
five-year period from the date of said meeting. The accountable par of the
shares repurchased may not exceed 20% of the subscribed capital. Purchases
may be made at a price between € 1 and € 200. The Board of Directors is
authorised, where applicable, to ascertain the number of shares to be
cancelled and adapt Article 5 of the Articles of Association according to
the number of shares cancelled.
Furthermore, the Board of Directors may dispose of the company's shares on
the stock market or in any other manner."
3. Articles of Association amendment: renewal of the authorisation given to
the Board of Directors to purchase and dispose of own shares in order to
avoid serious and imminent harm
Decision proposal: replace (former) paragraphs 4 et seq. of Article 11 with
the following text:
"In addition, the general meeting's authorisation is not required when the
purchase of own shares is needed to avoid serious and imminent harm to the
company. This statutory clearance is only valid for a three-year period
from the publication of the relevant Articles of Association amendment and
may be extended for identical terms in accordance with the provisions of
the Company Code.
The general meeting of 24 April 2013 authorised the Board of Directors to
purchase the company's shares in order to avoid serious and imminent harm,
for a three-year period from the publication of the amendment to these
Articles of Association decided by the aforementioned meeting.
In order to avoid serious and imminent harm to the company, the Board of
Directors is authorised to dispose of any shares on the stock market or
following an offer of sale made under the same conditions to all
shareholders."
4. Articles of Association amendment to delete bearer securities.
Decision proposal:
(i) delete the word "bearer" in paragraph 3 of Article 8.
(ii) replace paragraph 4 of Article 8 with the following text: "The holders
of fully paid-up shares may request that their shares be converted from one
form to the other form at any time."
(iii) add a fifth paragraph to Article 8: "The bearer securities issued by
the company which have not been converted into registered or dematerialised
securities by 30 June 2013 at the latest shall automatically be converted
into dematerialised securities on this date."
(iv) insert the following text as the second paragraph of Article 10:
"Dematerialised shares are represented by a book entry in the name of their
owner or holder with the authorised account holder or a clearing body."
(v) delete the following phrase in Article 31: "or by submitting the bearer
shares to a financial intermediary".
5. Articles of Association amendments: Board of Directors' powers.
Decision proposal: replace Article 20 of the Articles of Association with
the following text:
"The Board of Directors has the power to carry out all of the acts which
are necessary or beneficial in order to achieve the company aim, with the
exception of those which the law or the Articles of Association set aside
for the general meeting.
The Board of Directors may delegate the day to day management of the
company and representing the company in relation to this management to one
or more individuals, who may or may not be directors, acting alone or
together.
The Board of Directors may also delegate its powers to a management
committee in accordance with the law.
The Board of Directors or the individual(s) appointed to carry out the day
to day management may also, within the context of this management, confer
special powers on one or more individuals of their choosing."
6. Articles of Association amendments: representing the company.
Decision proposal: replace Article 21 of the Articles of Association with
the following text:
"The company shall be represented in all acts and in legal proceedings,
- either by two directors acting together,
- or, within the limits of the day to day management, by an individual
appointed to carry out this management.
The company shall also be lawfully bound by specially authorised agents
within the limits of their mandates."
7. Other Articles of Association amendments, particularly to bring them in
line with the Company Code.
Decision proposal: amend the Articles of Association as follows:
(i) Delete the phrase ", by a broker," in paragraph 9 of Article 7.
(ii) Replace the words "eighteen months" with "five years" in
paragraph 3
of Article 11.
(iii) Amend the last paragraph of Article 33 as follows: "They must convene
it on written request from shareholders proving that they own one fifth of
the shares."
(iv) Delete the phrase ", even if it concerns the dismissal of directors or
auditors" in the first paragraph of Article 35.
(v) Delete the words "or by these Articles of Association" in the last
paragraph of Article 35.
(vi) Delete the phrase ", capital increase in the framework of the
authorised capital" in paragraph 3 of Article 40.
(vii) Delete paragraphs 2 to 5 of Article 44.
(viii) Delete Article 48.
8. Powers to be conferred in order to carry out the above resolutions.
Decision proposal: powers to be conferred, with the option to sub-delegate,
on the Board of Directors to carry out the above resolutions, and on Mrs
Stéphanie Ernaelsteen and Mrs Catherine Lelong, acting separately, to
prepare the consolidated text of the Articles of Association.
II. Formalities for admission to the meetings
In order to attend the general meetings or be represented at it and exercise
their right to vote, shareholders must carry out the accounting registration of
their shares on the fourteenth day before the general meetings (the registration
date being Wednesday 10 April 2013) and inform the company of their desire to
participate in the meetings no later than the sixth day before the date thereof
(i.e. Thursday 18 April 2013).
The accounting registration of the shares shall take place i) for registered
shares, by registering them in the company's register of registered shares, ii)
for dematerialised shares, by registering them in the accounts of an authorised
account holder or clearing house and iii) for bearer shares, by submitting said
shares to a financial intermediary. Shareholders shall be admitted to general
meetings and may exercise their right to vote at them with the shares in
relation to which the registration procedure was carried out, without the number
of shares they hold on the day of the meetings being taken into account.
The shareholder must also inform the company or the person whom it indicated for
this purpose her desire to participate in the meetings. Holders of registered
shares should send the company, at the registered offices, the signed original
of their participation notice, this form being appended to their letter of
notification to attend. For dematerialised shares or bearer shares, a
certificate certifying the number of securities in relation to which the
shareholder has stated that he or she wants to participate in the general
meetings shall be issued to the shareholder by the authorised account holder,
clearing house or financial intermediary in question, which should be sent to
the company as specified above.
III. Inclusion of items on the agendas and submission of proposals for
decision by shareholders
One or more shareholders collectively holding at least 3% of the share capital
may request that matters to be covered be included on the agendas of meetings
and submit proposals for decision concerning matters to be covered or to be
included on the agendas.
Requests should be put in writing and sent with the wording either of the
matters to be covered and of the proposals relating to them, or the wording of
the proposals for decision relating to points which are already on the agendas,
and should state the postal or e-mail address to which Financière de Tubize
should send the acknowledgement of receipt for these requests within 48 hours of
receiving them.
Requests should reach Financière de Tubize no later than twenty-two days before
the date of the meetings (i.e. Tuesday 2 April 2013) by letter sent to the
registered office or by e-mail sent to the e-mail address:
ftuagoage2013@imbra.be.
Shareholders intending to exercise this right should prove, on the date of their
request, that they hold at least 3 % of the share capital, either through a
certificate stating that the corresponding shares are registered in the
company's register of registered shares, by certificates drawn up by a financial
intermediary certifying the number of corresponding bearer shares which have
been submitted to him, or by certificates drawn up by the authorised account
holder or clearing house certifying the number of corresponding dematerialised
shares in their name in the account. They should also carry out the accounting
registration of at least 3 % of the capital.
If shareholders should exercise this right, Financière de Tubize shall publish a
supplemented agenda for the relevant general meeting according to the same terms
as the original agenda no later than fifteen days before the date of the general
meeting (i.e. Tuesday 9 April 2013). Within the same timeframe, Financière de
Tubize shall also make the supplemented agenda and the amended forms for voting
by proxy available to its shareholders on its website.
IV. Right to ask the directors and the auditor questions
Each shareholder who has satisfied the formalities for admission to the meetings
has the right to ask written questions about the directors' and the auditor's
reports, as well as about the points indicated on the agendas of the general
meetings, as long as the disclosure of data or facts is not liable to harm the
company's commercial interests or the confidentiality agreements made by the
company, its directors or the auditor. These questions may be sent to the
registered office or electronically to the e-mail address
ftuagoage2013@imbra.be, and must reach the company no later than the sixth day
before the date of the meetings (i.e. Thursday 18 April 2013).
V. Voting by proxy
Shareholders may be represented at the meeting by a proxy. They can only appoint
one individual as proxy for a given meeting (except in the cases laid down by
Article 547 bis, §1, para. 2 of the Company Code).
The proxy must be drawn up in writing on the basis of the form drawn up by the
board of directors, and must be signed by the shareholder. The form is available
on the company website (www.financiere-tubize.be). The proxy must reach
Financière de Tubize no later than the sixth day before the date of the meetings
(i.e. Thursday 18 April 2013).
Caution is advised when appointing the proxy as there may be a potential
conflict of interests between them and the company, as laid down in Article 547
bis, §4 of the Company Code.
Within the meaning of this provision, there is a conflict of interests, in
particular, when the proxy:
1. is the company itself or an entity controlled by it, a shareholder which
controls the company or another entity controlled by such shareholder;
2. is a member of the board of directors or of the management bodies of the
company or of a shareholder which controls it or an entity controlled
pursuant to point 1;
3. is an employee or an auditor of the company, or of the shareholder which
controls it or of an entity controlled pursuant to point 1;
4. is related to an individual pursuant to points 1 to 3 or is the spouse or
legal partner of such person or a relative of such person.
In the event of a potential conflict of interests, the proxy must disclose the
precise pertinent facts in order to enable the shareholder to assess the risk of
the proxy pursuing an interest other than his or her own interest and the proxy
shall only be able to vote on behalf of the shareholder if he has specific
voting instructions for each matter on the agenda.
If certain shareholders should exercise their right to add points or decision
proposals to the agenda, the proxies already notified to the company shall still
be valid for the matters which they cover. With regard to the new points,
reference should be made to Article 533, §4 of the Company Code.
VI. Information and documents available to shareholders - Information
available on the company website
The various information and documents relating to the general meetings which the
law requires to be made available to shareholders may be consulted on the
website (www.financiere-tubize.be) and are also available at the company's
registered office on working days during normal office hours. Any shareholder
may obtain a free copy of the reports and draft annual accounts which will be
presented at the meeting, as well as the form which may be used to vote by
proxy.
All of the information pursuant to Article 533 bis, §2 of the Company Code is
also available on the company website at www.financiere-tubize.be.
The board of directors
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Financière de Tubize SA via Thomson Reuters ONE
[HUG#1686213]
