Financière de Tubize SA: CONVENING THE GENERAL MEETING OF 22 APRIL 2015
(Thomson Reuters ONE) -
Financière de Tubize
Société Anonyme / Naamloze Vennootschap
Allée de la Recherche 60, 1070 Brussels
Company number : 0403.216.429
www.financiere-tubize.be
CONVENING THE GENERAL MEETING OF 22 APRIL 2015
The shareholders are invited to attend the general meeting of the Company, which
will take place on Wednesday 22 April 2015 at 11h at the registered seat of the
Company at 1070 Brussels (Anderlecht), Allée de la Recherche 60.
Agenda
1. Report of the board of directors on the financial year ended 31 December
2014
2. Remuneration report on the financial year ended 31 December 2014
Proposed decision: approve the remuneration report on the financial year
ended 31 December 2014
3. Independent auditor's report on the annual accounts as at 31 December 2014
4. Annual accounts as at 31 December 2014, including the distribution of a
gross dividend of ? 0.48 per share
Proposed decision: approve the annual accounts as at 31 December 2014,
including the distribution of a gross dividend of ? 0.48 per share
5. Independent auditor's report on the consolidated financial statements as at
31 December 2014
6. Consolidated financial statements as at 31 December 2014
7. Discharge of the directors for the financial year ended 31 December 2014
Proposed decision: discharge the directors for the execution of their
mandate during the financial year ended 31 December 2014
8. Discharge of the independent auditor for the financial year ended 31
December 2014
Proposed decision: discharge the independent auditor for the execution of
his mandate during the financial year ended 31 December 2014
9. Renewal of directors mandates
Proposed decision: renew the mandate of Madame Evelyn du Monceau and of
Messrs Cyril Janssen and Charles-Antoine Janssen for a period of four years
ending at the ordinary general meeting of 2019
10. Renewal of the independent auditor's mandate
Proposed decision: on a proposal of the board of directors, acting with the
authorities of an audit committee, renew the independent auditor's mandate
of Mazars Réviseurs d'Entreprises SCRL (Company N° 0428.837.899), with
registered seat at 1200 Woluwe-Saint-Lambert, Avenue Marcel Thiry 77 box
4, represented by Mr Xavier Doyen, réviseur d'entreprises, for a period of
three years ending at the ordinary general meeting of 2018 and determine
the annual remuneration for this mandate at the amount of ? 7,200
(exclusive of VAT), which will be reviewed annually, starting from
financial year 2016, to account for the evolution of the index of the
consumer prices
11. Change of control provisions
In accordance with article 556 of the Company code, the general meeting is
solely competent to approve change of control provisions conferring rights
to third parties that impact the net assets of the Company or give rise to
a debt or a commitment for the Company, whenever the exercise of such
rights depends on the launch of a public takeover bid on the shares of the
Company or on a change of control of the Company. For this reason, the
following change of control provisions are submitted to the approval of the
general meeting.
* Credit facility of ? 185 million
Proposed decision: in accordance with article 556 of the Company code,
approve the rights conferred to KBC Bank SA/NV to terminate or suspend,
entirely or partly, the credit facility of ? 185 million described in
the loan agreement of 6 November 2014, and all its forms of utilisation,
for the utilised part as well as for the non utilised part, without
formal notice or prior judicial recourse, with immediate effect at the
date of sending the letter notifying the termination or the suspension,
all this in case of substantial modifications of the Company's
shareholders structure which might have an impact on the composition of
the management bodies or on the overall risk assessment by the bank
* Credit facility of ? 75 million
Proposed decision: in accordance with article 556 of the Company code,
approve the rights conferred to BNP Paribas Fortis SA/NV to suspend or
terminate, with immediate effect and without formal notice, entirely or
partly, the credit facility of ? 75 million described in the loan
agreement of 6 November 2014, or one of its forms of utilisation, for
the utilised part as well as for the non utilised part, all this in case
of substantial modifications of the shareholders structure which might
have an impact on the composition of the governing bodies (as well as on
the persons responsible for the administration and the day-to-day
management) or on the overall risk assessment by the bank.
Formalities to attend the general meeting
To attend or be represented at the general meeting and exercise her/his voting
right, a shareholder must have carried out the accounting registration of
his/her shares on the fourteenth day before the general meeting at 24:00h
Belgian time (being Wednesday 8 April 2015, the "Registration Date"), either by
registering them in the Company's register of nominative shares, or by
registering them in the accounts of a licensed account holder or a settlement
institution, the number of shares held on the day of the meeting being
disregarded.
The shareholder must also inform the Company of her/his desire to attend the
general meeting. A holder of nominative shares should send to the Company the
signed original of the attendance notice, this form being appended to the
invitation to attend. A holder of dematerialized shares should send to the
Company an attestation, issued by the licensed account holder or by the
settlement institution, certifying the number of shares that are registered in
the accounts of the account holder or settlement institution on the name of the
shareholder at the Registration Date and for which the shareholder has declared
he/she wants to participate in the general meeting. The attendance notice or
the attestation should reach the Company, at the e-mail address
marc.van.steenvoort(at)gmail.com, no later than six days before the date of the
general meeting (being Thursday 16 April 2015).
Solely the persons who are shareholder at the Registration Date and have
complied with the before mentioned attendance formalities will be authorised to
attend the meeting and vote.
Voting by proxy
Shareholders may be represented by a proxy, in conformity with the articles 547
to 549 of the Company code.
The proxy must be executed in writing on the basis of the form drawn up by the
board of directors, and must be signed by the shareholder. For the nominative
shareholders the form is appended to their invitation to attend. Holders of
dematerialized shares can retrieve the form from the Company's website
www.financiere-tubize.be. The proxy must reach the Company, at the e-mail
address marc.van.steenvoort(at)gmail.com, no later than six days before the date of
the meeting (being Thursday 16 April 2015).
Adding items to the agenda and submitting proposed decisions
One or more shareholders collectively holding at least 3% of the share capital
may request that items be added to the agenda of the meeting and submit proposed
decisions concerning original and/or added matters on the agenda.
Requests should be made in writing and include the text of items to be added
with corresponding proposed decisions or of proposed decisions relating to
original agenda items. They should state the e-mail address to which the
Company can send an acknowledgement of receipt within 48 hours. Requests should
reach the Company no later than twenty-two days before the date of the general
meeting (being Tuesday 31 March 2015) by e-mail sent to
marc.van.steenvoort(at)gmail.com.
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 nominative shares, or through a certificate drawn up by a
licensed account holder or settlement institution certifying the number of
corresponding dematerialised shares registered in accounts on the name of the
shareholders. They should also perform the accounting registration for at least
3 % of the capital.
If shareholders exercise this right, the Company shall publish a supplemented
agenda for the general meeting according to the same terms as the original
agenda and no later than fifteen days before the date of the general meeting
(being Tuesday 7 April 2015). Simultaneously, the Company will make amended
forms for voting by proxy available to its shareholders through its website.
Right to ask questions to the directors and the auditor
Each shareholder who has satisfied the formalities for admission to the meeting
has the right, as from the publication of the invitation to attend, to ask
questions in writing about the directors' and the auditor's reports, as well as
about any other items indicated on the agenda of the general meeting, to which
will be responded, as the case may be, by the directors or the auditor, as long
as the disclosure of data or facts does not harm the Company's commercial
interests and does not violate the confidentiality agreements binding the
Company, its directors or the auditor. These questions should be sent
electronically to marc.van.steenvoort(at)gmail.com, no later than the sixth day
before the date of the meeting (being Thursday 16 April 2015).
Information on the website
The following information can be consulted on the Company's website
www.financiere-tubize.be.:
* Present convening
* Total number of shares and voting rights at the date of the present
convening
* Documents to be presented at the general meeting:
* Annual accounts
* Consolidated financial statements
* Report of the board of directors
* Remuneration report
* Report of the independent auditor on the annual accounts
* Report of the independent auditor on the consolidated financial
statements
* Annual financial report
* Profiles of the directors whose mandate is proposed for renewal
* CV of the new representative of Mazars Réviseurs d'Entreprises for the
auditor's mandate
* Commentary of the board of directors on those agenda items of the general
meeting that do not require a decision
* Proxy form
Holders of nominative shares receive a copy of all documents together with the
invitation to attend. Other shareholders may obtain a free copy of the
documents by sending a request by letter to the registered seat of the Company
or electronically to marc.van.steenvoort (at)gmail.com.
Please note that, on the day of the meeting, shareholders and proxy holders will
be invited to prove their identity, and representatives of legal entities must
prove their representation power. For this reason and for a smooth functioning
of the meeting, participants are invited to arrive as from 10h00 onwards.
Brussels, 20 March 2015
The Board of Directors
Press release (PDF):
http://hugin.info/137325/R/1904040/677288.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire 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 GlobeNewswire
[HUG#1904040]
Unternehmensinformation / Kurzprofil:
Datum: 20.03.2015 - 08:00 Uhr
Sprache: Deutsch
News-ID 379994
Anzahl Zeichen: 13596
contact information:
Town:
Brussels
Kategorie:
Business News
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