Financière de Tubize SA: PRESS NOTIFICATION TO ATTEND
(Thomson Reuters ONE) -
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 ORDINARY GENERAL MEETING OF 25 APRIL 2012
I. Date, place and time of the general meeting - Agenda
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 25 April 2012, to
deliberate on the points indicated in the agenda below and the decision
proposals detailed therein.
1. Management report of the board of directors on the financial year ending on
31 December 2011.
2. Auditor's report on the financial year ending on 31 December 2011.
3. Annual accounts made up as at 31 December 2011 and allocation of the positive
result for the year.
Decision proposal: to approve the annual accounts made up as at 31 December
2011, including the allocation of the result proposed therein.
4. Discharge for the directors.
Decision proposal: to discharge the directors for the performance of their
offices during the financial year ending on 31 December 2011.
5. Discharge for the auditor.
Decision proposal: to discharge the auditor for the performance of its office
during the financial year ending on 31 December 2011.
6. Statutory appointments:
a) The term as director of Mr François Tesch expires at the end of the meeting.
He is eligible for and is standing for re-election.
Decision proposal: to renew the term as director of Mr François Tesch.
The term of office will last four years, ending at the end of the 2016 ordinary
general meeting.
b) Confirmation of the appointment of Mr François Tesch as independent director.
Decision proposal: to find that Mr François Tesch, the renewal of whose term as
director is proposed, meets the criteria of independence, and consequently renew
his term as independent director in accordance with Article 526 ter of the
Company Code.
c) The term as auditor of the company Mazars Réviseurs d'Entreprises SC SCRL,
represented by Mr Philippe Gossart, expires at the end of the 2012 general
meeting.
Decision proposal: to renew the term as auditor of the company Mazars Réviseurs
d'Entreprises SC SCRL, which has its registered office at Avenue Marcel Thiry
77 B4, 1200 Brussels, registered with the Companies' Central Databank under
number 0428.837.889, represented by Mr Philippe Gossart, for a three year term,
and set its fees at ? 5,600 per annum (excluding VAT).
7. AOB.
II. Formalities for admission to the meeting
In order to attend the general meeting 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 meeting (the registration
date being Wednesday 11 April 2012) and inform the company of their desire to
participate in the meeting no later than the sixth day before the date thereof
(i.e. Thursday 19 April 2012).
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 meeting being taken into account.
The shareholder must also inform the company of his or her desire to participate
in the meeting. 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 meeting 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. Adding of points to the agenda and submission of decision proposals by the
shareholders
One or more shareholders collectively holding at least 3% of the share capital
may request that matters to be dealt with be added to the agenda of the general
meeting and submit decision proposals concerning matters to be dealt with or to
be added to the agenda.
Requests should reach Financière de Tubize no later than the twenty-second day
before the date of the general meeting (i.e. Tuesday 3 April 2012) by letter
sent to the registered office or electronically to the e-mail address:
ftuago2012(at)imbra.be.
If shareholders should exercise this right, Financière de Tubize shall publish a
supplemented agenda according to the same terms as the original agenda no later
than the fifteenth day before the date of the general meeting (i.e. Tuesday 10
April 2012).
Further information about the terms and conditions for exercising this right are
available on the company website (www.financiere-tubize.be).
IV. Right to ask the directors and the auditor questions
Each shareholder who has satisfied the formalities for admission to the meeting
has the right to ask written questions about the directors' and the auditor's
reports, as well as about the points indicated on the agenda of the general
meeting, 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 ftuago2012(at)imbra.be,
and must reach the company no later than the sixth day before the date of the
meeting (i.e. Thursday 19 April 2012).
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 meeting
(i.e. Thursday 19 April 2012).
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 meeting 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, the decision proposals or the board of director's
comments about the agenda items which do not require a decision proposal, 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#1595727]
Unternehmensinformation / Kurzprofil:
Datum: 23.03.2012 - 09:00 Uhr
Sprache: Deutsch
News-ID 127823
Anzahl Zeichen: 10801
contact information:
Town:
Brussels
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 538 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Financière de Tubize SA: PRESS NOTIFICATION TO ATTEND"
steht unter der journalistisch-redaktionellen Verantwortung von
Financière de Tubize SA (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
