Eckert & Ziegler BEBIG :NOTICE OF THE ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
(Thomson Reuters ONE) -
Eckert & Ziegler BEBIG SA
Industrial Zone C, 7180 Seneffe
VAT 457.288.682 - (Charleroi) Register of Legal Entities 0457.288.682
www.bebig.com
(the "Company")
NOTICE OF THE
ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders of the Company are invited to attend the annual general meeting
of shareholders scheduled to take place at the Company's registered office on
Thursday, 9 June 2016 at 11:30 am. The annual general meeting will immediately
be followed by an extraordinary general meeting.
Agenda of the annual general meeting:
1. Acknowledgement and examination of the statutory and consolidated financial
statements for the financial year which closed on 31 December 2015.
2. Acknowledgement and examination of the statutory and consolidated reports of
the board of directors for the financial year which closed on 31 December
2015.
3. Acknowledgement and examination of the statutory and consolidated audit
reports prepared by the Company's auditor for the financial year which
closed on 31 December 2015.
4. Approval of the remuneration report for the financial year which closed on
31 December 2015.
Proposed resolution:
"The general meeting approves the Company's remuneration report for the
financial year which closed on 31 December 2015."
5. Approval of the financial statements of the Company for the financial year
which closed on 31 December 2015.
Proposed resolution:
"The general meeting approves the financial statements of the Company for the
financial year which closed on 31 December 2015."
6. Allocation of results
Proposed resolution:
"The financial year closed with a profit of EUR 3,877,843.72 and a loss of EUR
27,282,055.00 was carried forward to the current financial year, meaning the net
loss to be allocated is currently EUR 23,404,211.28. It is proposed to carry
forward this loss of EUR 23,404,211.28 to the next financial year."
7. Discharge of the directors and the auditor.
Proposed resolution:
"The general meeting resolves, by individual vote, to grant discharge to each
director and to the auditor for the exercise of their official duties during the
financial year which closed on 31 December 2015."
8. Appointment of directors
Proposed resolution:
"The general meeting duly notes that the office of the following directors will
end immediately after this meeting: (i) Martin Hölscher, (ii) Edgar Löffler. The
general meeting resolves to appoint Dr. Harald Hasselmann, residing at
Kadettenweg 42, 12205 Berlin (Germany), as executive director, in replacement of
Dr Edgar Löffler, for a term of four years ending immediately after the annual
general meeting to be held on 2020. The general meeting also resolves to appoint
Univ.-Prof. Dr. med. Lutz Uharek, residing at Hochbaumstrasse 52a, 14167 Berlin
(Germany), as independent director of the Company, in replacement of Mr Martin
Hölscher for a term of four years, ending immediately after the annual general
meeting to be held on 2020. Their office is remunerated. The general meeting
sets the number of directors at 6."
9. Powers of attorney
Proposed resolution:
"The general meeting resolves to grant the authority to each director as well as
to any lawyer from the law firm of NautaDutilh, with offices at
Terhulpsesteenweg 120, 1000 Brussels, each acting individually and with the
power to delegate his or her authority, to fulfil all necessary or useful
formalities with respect to the aforementioned decisions of the Company,
including the signing and filing of the application to amend the Company's
registration with the Crossroads Enterprise Database, the filing of all
documents with the competent clerk's office and the execution of the necessary
formalities to ensure publication of the Company's resolutions in the Annexes to
the Belgian State Gazette. For these purposes, the representatives can, in the
name of the Company, make all declarations, sign all documents and, in general,
do whatever is necessary."
Agenda of the extraordinary general meeting:
1. Capital increase by way of a contribution in cash
1.1 Acknowledgement and examination of the reports with respect to the
cancellation of the preferential right of the shareholders:
a) special report of the board of directors drafted pursuant Articles 596
and 598 of the Company Code;
b) auditor's report drafted pursuant Articles 596 et 598 of the Company
Code.
1.2 Cancellation, in accordance with the social interest of the Company
and Articles 596 et 598 of the Company Code, of the preferential right of the
shareholders to the benefit of a determined person, i.e. Eckert & Ziegler AG.
Proposed resolution:
"The general meeting resolves in the context of the capital increase by
way of a contribution in cash to cancel, in accordance with the social interest
of the Company and Articles 596 and 598 of the Company Code, the preferential
right of the existing shareholders to the benefit of a determined person, i.e.
Eckert & Ziegler AG, with registered office located at Robert-Rössle-Str.10, D-
13125 Berlin, Germany, with enterprise number Reg.-Nr. HRB 64997 B, Amtsgericht
Charlottenburg".
1.3 Capital increase through a cash contribution in the amount of EUR
5,056,168.48, of which 1,495,397.38 shall be booked as share premium and EUR
3,560,771.10 shall be allocated to the share capital to bring it from EUR
10,879,026.72 to EUR 14,439,797.82, with the issuance of, 5,745,646 new shares
which shall be of the same kind and which shall, as of the date of their
issuance, benefit from the same rights and privileges as the existing shares.
Proposed resolution:
"The general meeting resolves to increase the share capital through a cash
contribution in the amount of EUR 5,056,168.48, of which EUR 1,495,397.38 shall
be booked as share premium and EUR 3,560,771.10 shall be allocated to the share
capital to bring it from EUR 10,879,026.72 to EUR 14,439,797.82 with the
issuance of 5,745,646 new shares which shall be of the same kind and which
shall, as of the date of their issuance benefit from the same rights and
privileges as the existing shares. The issue price per new share amounts to EUR
0.88 (i.e. EUR 0.619734 as par value and EUR 0.260266 as share premium). The new
shares shall immediately be subscribed by way of a contribution in cash and
shall entirely be paid-up".
1.4 Subscription to the capital increase by way of a contribution in cash
and to the new shares by Eckert & Ziegler EZAG AG.
1.5 Acknowledgement that the capital increase has been effected.
1.6 Booking of the share premium under the non-distributable heading
entitled "Share Premium"
Proposed resolution:
"The general meeting resolves that the difference between the total amount
of subscription and the amount of the capital increase, i.e. an amount of EUR
1,495,397.38, shall be booked under the non-distributable heading entitled
"Share Premium".
1.7 Amendment of article 5 of the articles of association, to reflect the
decision regarding the capital increase.
Proposed resolution:
"The general meeting resolves to replace the first paragraph of article 5
of the article of association by the following wording:
The subscribed capital amounts to EUR 14,439,797.82, represented by
23,300,000 shares with no par value, each representing one/23,300,000th of the
share capital".
2. Reverse stock split in accordance with Article 478 of the Company Code
2.1 Acknowledgment and examination of the report of the board of directors,
prepared in accordance with article 560 of the Belgian Company Code regarding
the modification of the rights of a category of securities.
2.2 Consolidation of the existing shares (including the new shares issued
following the capital increase under item 1) and beneficiary shares in the
Company, whereby ten (10) existing shares/beneficiary shares entitle the holder
to one (1) new share/beneficiary share in the Company, authorisation of the
board of directors to execute the reverse stock split.
Proposed resolution:
"The general meeting resolves to consolidate the existing shares
(including the new shares issued following the capital increase under item 1)
and the beneficiary shares A and B, in accordance with Article 478 of the
Company Code, at a ratio of ten (10) existing shares/beneficiary shares in the
company into one (1) new share/beneficiary share in the company, subject to the
modalities and starting from the date determined by the board of directors of
the company (the "Share Consolidation Date"). As from the Share Consolidation
Date, the capital will be represented by shares, bearing no nominal value, each
representing an equal portion of the capital. Alongside the shares, there will
be fractions which if united in sufficient number, confer the same rights as a
share.
The general meeting resolves to grant the board of directors of the
company, with the power to delegate his or her authority, a mandate to determine
the Share Consolidation Date, as well as all the other conditions and modalities
relating to the reverse stock split, in particular but not limited to
determining the execution modalities, making the required entries into the share
register and the register of holders of beneficiary shares, the coordination and
implementation of the reverse stock split with Euroclear, the FSMA and Euronext
Brussels, executing the notary deed recording the amendment to article 5 of the
articles of association, and, in general, to take any necessary or useful action
to accomplish this mandate and to sign all deeds, minutes, notifications,
instruments, certificates, requests, mandates and other documents that relate
hereto.
The general meeting resolves that, if any of the shareholders does not
hold a number of shares corresponding to a multiple of ten at the Share
Consolidation Date, the number of shares held by that shareholder shall be
rounded down to the lower whole number and the latter shall be allocated, within
a reasonable period after the Share Consolidation Date to be determined by the
board of directors, the corresponding value of the fraction of shares in
his/her/its possession as a result of the reverse stock split equal to the
average trading price of the 30 days prior the Share Consolidation Date".
3. Authorised capital
3.1 Acknowledgment and examination of the special report of the board of
directors prepared in accordance with Article 604 of the Company Code with
respect to the renewal of the authorisation granted to the board of directors to
increase the capital within the limits of the authorised capital.
3.2 Discussion and approval of the renewal of the authorisation of the
board of directors to increase the capital within the limits of the authorised
capital and approval of a new article 5bis of the articles of association.
Proposed resolution:
"The general meeting resolves to renew the authorisation of the board of
directors to increase the capital within the limits of the authorised capital.
The general meeting resolves to amend article 5bis of the articles of
association as follows:
The board of directors is authorised for a period of five years as from
publication of the decision of the extraordinary general meeting of 9 June 2016:
- to increase the subscribed share capital, on one or more occasions,
during a renewable five-year period, up to the amount of that subscribed
capital, namely fourteen million four hundred thirty nine thousand seven hundred
ninety seven Euro and eighty two Cents (EUR 14,439,797,82), by means of both
contributions in cash or in kind and by the incorporation of reserves, with or
without the issuance of new securities, with or without voting rights, by means
of a public offer or private placement;
- to issue, within the limits of the authorised capital, convertible bonds
or subscription rights;
- to restrict or cancel, in the company's interest, the shareholders'
preferential right in the event of a capital increase as the result of a
contribution of cash or the issuance of convertible bonds or subscription
rights, within the limits of the authorised capital, including in favour of one
or more determined persons.
The board of directors shall determine the dates, conditions and
formalities for such increases, notably the possibility of an issue premium. In
the latter case, the amount of this premium, after the deduction of potential
costs, shall be allocated to a special reserve known as the "share premiums"
reserve which will constitute, like the company's capital, a guarantee to third
parties and which cannot, without prejudice to the possibility of its
incorporation into the company's capital by the board of directors, be reduced
or cancelled, except pursuant to a decision of the general meeting at which the
quorum and majority required to reduce the capital or amend the articles are
met.
The board of directors is also authorised, for a period of three years as
from the publication date of the decision of the extraordinary general meeting
of 9 June 2016, to proceed, in the event of a takeover bid, with capital
increases in cash or in kind at the conditions set forth in this article and
those provided in Article 604 of the Company Code, by restricting or cancelling,
as the case may be, the preferential right of shareholders."
4. Power of attorney granted to the notary for the consolidation of the
articles of association.
Proposed resolution:
"The general meeting resolves to grant the authority to the acting notary,
with the power to delegate his power, to proceed with the consolidation of the
articles of association".
5. Power of attorney for the administrative formalities.
Proposed resolution:
"The general meeting resolves to grant the authority to each director as well as
to any lawyer from the law firm of NautaDutilh, with offices at
Terhulpsesteenweg 120, 1000 Brussels, each acting individually and with the
power to delegate his or her authority, to fulfil all necessary or useful
formalities with respect to the aforementioned decisions of the Company,
including the signing and filing of the application to amend the Company's
registration with the Crossroads Enterprise Database, the filing of all
documents with the competent clerk's office and the execution of the necessary
formalities to ensure publication of the Company's resolutions in the Annexes to
the Belgian State Gazette. For these purposes, the representatives can, in the
name of the Company, make all declarations, sign all documents and, in general,
do whatever is necessary".
RIGHTS OF THE SHAREHOLDERS
A. Right to submit proposals to add items to the agenda or resolutions
Shareholders holding alone or jointly more than 3% of the Company's capital have
the right to submit proposals for items to be added to the agenda and for
resolutions to be adopted by the general meetings. Shareholders that wish to do
so must meet the following requirements:
1. They must prove that they hold the required percentage of shares,
as mentioned above, on the date of submission of the proposal (i.e. a
certificate attesting to recordation of the shares in the Company's
shareholders' register or a certificate prepared by an account holder or
settlement institution indicating deposit of the shares); and
2. They must hold more than 3% of the Company's capital on the record
date (i.e. 26 May 2016 at 24:00).
The shareholders should submit their proposals, along with proof of title to the
requisite shareholding, to info(at)bebig.com or by post to the Company's registered
office. These documents must be received no later than 18 May 2016.
The Company will acknowledge receipt of the proposal within 48 hours. If the
Company receives additional items and/or proposed resolutions, an updated agenda
for the concerned general meeting will be published no later than 25 May 2016 on
the Company's website, in the Belgian State Gazette and in the press.
The ad hoc proxy form and the form used to vote by correspondence, along with
proposals for new agenda items and resolutions, will be posted on the Company's
website, at the same time as publication of the same, i.e. no later than 25 May
2016.
Proxies submitted to the Company prior to publication of the updated agenda
remain valid for items previously included on the agenda. As an exception to the
foregoing, for items already included on the agenda but for which a new proposed
resolution is filed in accordance with Article 533ter of the Company Code, the
proxy holder may derogate, at the general meeting, from any possible
instructions given by the principal if the execution of these instructions could
jeopardize the principal's interests. In this case, the proxy holder must inform
the principal accordingly. The proxy must indicate if the proxy holder is
authorized to vote on new items on the agenda or must abstain from voting.
The concerned general meeting will examine the new proposals for agenda items
and resolutions submitted by one or more shareholders if the latter meet the
admission requirements to participate in the meeting.
B. Right to ask questions
Each shareholder is entitled to submit questions in writing to the board of
directors or the auditor prior to the general meetings. Shareholders can submit
their questions by e-mail to info(at)bebig.com or by post to the Company's
registered office. The questions must be received by the Company no later than
3 June 2016. Questions will be answered during the concerned general meeting if
the shareholder in question has complied with all formalities to be allowed to
attend the concerned general meeting, as explained below.
ADMISSION FORMALITIES
Pursuant to Article 536 §2 of the Company Code, only shareholders who meet the
two following conditions will be authorized to participate in and vote at the
general meetings:
1. The Company must be able to determine, based on the proof submitted
pursuant to the procedure described below, that the shareholder holds on 26 May
2016, at 24.00 (CET) (the "Record Date"), the number of shares which that
shareholder intends to vote at the general meetings; and
2. The shareholder must expressly confirm no later than 3 June 2016
his or her intention to participate in the general meetings.
A. Registration
The registration procedure is as follows:
* Holders of registered shares or registered certificates: no particular
actions need be taken.
* Holders of dematerialized shares: the shares to be voted at the general
meetings must be deposited with an accredited account holder or settlement
institution.
Only shareholders of the Company on the Record Date will be authorized to
participate in and vote at the general meetings.
B. Confirmation of participation
In addition, shareholders who wish to participate in the general meetings must
notify their intention to attend no later than 3 June 2016 as follows:
* Holders of registered shares or registered certificates: the board of
directors must be informed in writing no later than 3 June 2016; the notice
can be sent by e-mail to info(at)bebig.com or by post to the Company's
registered office;
* Holders of dematerialized shares: (i) must inform the board of directors in
writing no later than 3 June 2016 of their intention to attend (the notice
can be sent by e-mail to info(at)bebig.com or by post to the Company's
registered office) and (ii) must submit to the Company's registered office
by 3 June 2016 a certificate issued by the authorised account holder or
settlement institution indicating the number of shares the shareholder
wishes to vote at the general meetings and the number of dematerialized
shares recorded in his or her name as of 26 May 2016, at 24.00 (CET).
PROXIES
Pursuant to Article 27 of the Company's articles of association, every
shareholder can be represented at the general meetings by a third party, who
need not be a shareholder. Unless the Company Code provides otherwise, a
shareholder may only appoint one proxy for any given general meeting of
shareholders.
The proxy holder must be appointed using the form prepared by the Company to
this end. The original proxy should be received by the Company no later than 3
June 2016. It can be sent by post to the Company's registered office or by e-
mail to info(at)bebig.com. In the latter case, the form must have an electronic
signature that meets the applicable Belgian statutory requirements. The proxy
form is available for download on the Company's website or can be requested at
info(at)bebig.com. Shareholders and proxy holders are requested to follow the
instructions on the proxy form in order to ensure valid representation at the
general meetings.
All proxy appointments must comply with the requirements of Belgian law,
including the provisions on conflicts of interest and record keeping.
Shareholders who wish to be represented by a proxy must also fulfil the
formalities to attend and vote at the meetings, as set forth above.
VOTING BY CORRESPONDENCE
Pursuant to Article 32 of the Company's articles of association, each
shareholder is entitled to vote by correspondence prior to the meetings, using
the form prepared for this purpose by the board of directors. This form is
available for download on the Company's website and should be received by the
Company no later than 3 June 2016. It can be submitted by e-mail to
info(at)bebig.com or sent by post to the Company's registered office. Shareholders
who wish to vote by correspondence must also fulfil the formalities to attend
and vote at the meetings, as set forth above.
AVAILABLE DOCUMENTS
Pursuant to Article 533bis §2 of the Company Code, as from the publication date
of the notice (i.e. 10 May 2016) until the end of the general meetings, all
documents that must be made available by law to the shareholders will be posted
on the Company's website, www.bebig.com. For the duration of this same period,
these documents will be made available to shareholders at the Company's
registered office.
Every shareholder is entitled to receive, further to submission of proof of
title in accordance with Article 535 of the Company Code, a copy free of charge
of (i) the 2015 statutory and consolidated financial statements, (ii) the 2015
statutory and consolidated annual reports, (iii) the 2015 statutory and
consolidated auditor's reports, (iv) special report of the board of directors
pursuant Article 560 of the Company Code with respect to the reverse stock
split, (v) special report of the board of directors pursuant Articles 596 and
598 of the Company Code with respect to the cancellation of the preferential
right, (vi) auditor's report pursuant Articles 596 and 598 of the Company Code
with respect to the cancellation of the preferential right, (vii) special report
of the board of directors pursuant Article 604 of the Company Code with respect
to the renewal of the authorised capital, (viii) the agendas for the meetings
and the proposed resolutions or, if no resolutions need be passed, the comments
of the board of directors on the items on the agendas, and (ix) the proxy form.
Together with the present notice, registered shareholders as well as the
Company's directors and auditors shall be provided with the draft annual
financial statements and the reports mentioned on the agendas, along with a
description of the Company's capital on the date of the notice and the standard
proxy form and form to vote by correspondence.
THE BOARD OF DIRECTORS
Special Report_Authorized Capital:
http://hugin.info/134090/R/2011340/744597.pdf
Special Report_Reverse Stock Split:
http://hugin.info/134090/R/2011340/744594.pdf
Special Report_Cancellation Preferential Rights:
http://hugin.info/134090/R/2011340/744595.pdf
Vote by Correspondance:
http://hugin.info/134090/R/2011340/744599.pdf
Proxy AGM_EGM 2016:
http://hugin.info/134090/R/2011340/744593.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: Eckert & Ziegler BEBIG via GlobeNewswire
[HUG#2011340]
Unternehmensinformation / Kurzprofil:
Datum: 10.05.2016 - 16:43 Uhr
Sprache: Deutsch
News-ID 470025
Anzahl Zeichen: 28693
contact information:
Town:
Seneffe
Kategorie:
Business News
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