UCB: CONVENING NOTICE TO ATTEND THE GENERAL MEETING OF SHAREHOLDERS
(Thomson Reuters ONE) -
*** Unofficial English translation - For convenience purposes only ***
UCB SA/NV - Public Limited Liability Company
Allée de la Recherche 60, 1070 Brussels
Enterprise nr. 0403.053.608 (RLE Brussels)
("UCB SA/NV" or the "Company")
CONVENING NOTICE TO ATTEND THE GENERAL MEETING OF SHAREHOLDERS
The Board of Directors invites the shareholders to attend the Ordinary General
Meeting of Shareholders ("General Meeting") which will be held on Thursday, 27
April 2017, at 11:00 am CEST at the registered office of UCB SA/NV, Allée de la
Recherche 60 - 1070 Brussels, for the purpose of considering and voting on the
items shown on the agenda set out below. Holders of bonds issued by the Company
can also attend the General Meeting in an advisory capacity.
ORDINARY PART
1. Report of the Board of Directors on the annual accounts for the financial
year ended 31 December 2016
2. Report of the statutory auditor on the annual accounts for the financial
year ended 31 December 2016
3. Communication of the consolidated annual accounts of the UCB Group
relating to the financial year ended 31 December 2016
4. Approval of the annual accounts of UCB SA/NV for the financial year ended
31 December 2016 and appropriation of the results
Proposed resolution:
The General Meeting approves the annual accounts of UCB SA/NV for the
financial year ended 31 December 2016 and the appropriation of the results
reflected therein, including the approval of a gross dividend of EUR 1.15
per share((*)).
(
(*)) The UCB shares held by UCB SA/NV (own shares) are not entitled to a
dividend. Therefore, the aggregate amount to be distributed to the
shareholders may fluctuate depending on the number of UCB shares held by
UCB SA/NV (own shares) on the dividend approval date.
5. Approval of the remuneration report for the financial year ended 31
December 2016
The Belgian Companies Code requires the General Meeting to approve the
remuneration report each year by separate vote. This report describes,
amongst other, the remuneration policy for members of the Board of
Directors and of the Executive Committee and provides information on their
remuneration.
Proposed resolution:
The General Meeting approves the remuneration report for the financial
year ended 31 December 2016.
6. Discharge in favour of the directors
Pursuant to the Belgian Companies Code, the General Meeting must, after
approval of the annual accounts, vote on the discharge of liability of the
directors.
Proposed resolution:
The General Meeting grants discharge to the directors for the performance
of their duties during the financial year ended 31 December 2016.
7. Discharge in favour of the statutory auditor
Pursuant to the Belgian Companies Code, the General Meeting must, after
approval of the annual accounts, vote on the discharge of liability of the
statutory auditor.
Proposed resolution:
The General Meeting grants discharge to the statutory auditor for the
performance of his duties during the financial year ended 31 December
2016.
8. Directors - appointments - renewal of mandates
The mandate of Mr. Albrecht De Graeve will expire at this General Meeting.
Mr. Gerhard Mayr, Chairman of the Board, will reach the age limit by this
General Meeting and, as a consequence, his mandate will end with effect on
27 April 2017. Mrs. Harriet Edelman, of which mandate was renewed in
2016, has decided, for personal reasons, to resign from her mandate as
independent director with effect as at this General Meeting.
Upon recommendation of the Governance, Nomination and Compensation
Committee ("GNCC"), the Board of Directors proposes: (i) the appointment
of Mrs. Viviane Monges as independent director for a mandate of 4 years;
(ii) the renewal of the mandate of Mr. Albrecht De Graeve as independent
director for a new term of 4 years; and (iii) the appointment of Mr. Roch
Doliveux as director for a mandate of 4 years.
Mrs. Viviane Monges and Mr. Albrecht De Graeve meet the independence
criteria stipulated by article 526ter of the Belgian Companies Code, the
Board and the Corporate Governance Code.
The curriculum vitae and, where applicable, other information on the
proposed new Board members are available on the internet site of UCB
http://www.ucb.com/investors/Our-shareholders.
Subject to the above mentioned appointments and renewal by the General
Meeting, the Board will continue to be composed of a majority of
independent directors.
By decision of the Board taking effect immediately after this General
Meeting and upon recommendation of the GNCC, Mrs. Evelyn du Monceau will
replace Mr. Gerhard Mayr as Chair of the Board and Mr. Pierre Gurdjian,
independent director, will become Vice-Chair of the Board. Mrs. Kay
Davies, independent director, will replace Mrs. Harriet Edelman as member
of the GNCC. The composition of the other Board Committees (Audit
Committee and Scientific Committee) will not change.
Proposed resolutions:
8.1. A) The General Meeting appoints Mrs. Viviane Monges((*)) as director
for a term of four years until the close of the annual General
Meeting of 2021.
B) The General Meeting acknowledges that, from the information made
available to the Company, Mrs. Viviane Monges qualifies as an
independent director according to the independence criteria provided
for by article 526ter of the Belgian Companies Code and the
applicable corporate governance rules and appoints her as
independent director.
8.2. A) The General Meeting renews the appointment of Mr. Albrecht De
Graeve((**) )as director for a term of four years until the close of
the annual General Meeting of 2021.
B) The General Meeting acknowledges that, from the information made
available to the Company, Mr. Albrecht De Graeve qualifies as an
independent director according to the independence criteria provided
for by article 526ter of the Belgian Companies Code and the
applicable corporate governance rules and appoints him as
independent director.
8.3. The General Meeting appoints Mr. Roch Doliveux((*)) as director for
a term of four years until the close of the annual General Meeting
of 2021.
((*)) Curriculum vitae and details are available at
http://www.ucb.com/investors/Our-shareholders
((**) )Curriculum vitae and details are available at
http://www.ucb.com/investors/UCB-Governance
SPECIAL PART
9. Long Term Incentive Plans
9.1 Program of free allocation of shares
This approval requested from the General Meeting is not required by law
but is sought in order to ensure transparency and in accordance with the
Belgian Code of Corporate Governance 2009.
Proposed resolution:
The General Meeting approves the decision of the Board of Directors to
allocate an estimated number of 1 054 000 free shares:
* of which an estimated number of 891 000 shares to eligible employees,
namely to about
1 650 individuals (excluding new hires and promoted employees up to
and including 1 April 2017), according to the applicable allocation
criteria. These free shares will only vest if and when the eligible
employees are still employed within the UCB Group three years after
the grant of awards;
* of which an estimated number of 163 000 shares to Upper Management
employees under the Performance Share Plan, namely to about 52
individuals, according to the applicable allocation criteria. These
free shares will be delivered after a three year vesting period and
the number of shares actually allocated will vary from 0% to 150% of
the number of shares initially granted depending on the level of
achievement of the performance conditions set by the Board of UCB
SA/NV at the moment of grant.
These estimated figures do not take into account employees hired or
promoted to eligible levels between 1 January 2017 and 1 April 2017.
9.2 US Employee Stock Purchase Plan - Renewal
End of 2007, UCB introduced an Employee Stock Purchase Plan in the US, the
UCB S.A. U.S. Employee Stock Purchase Plan (the "Plan"). According to this
Plan, eligible employees are able to buy UCB shares with a discount of
15%. In order for this Plan to qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the U.S. Internal Revenue Code
of 1986, as amended, a number of conditions need to be fulfilled. Amongst
those conditions, the General Meeting of UCB SA/NV needs to approve the
Plan, the maximum aggregate number of shares that may be allocated under
the Plan, and the designation of participating entities whose employees
may be offered the right to purchase shares under the Plan. The General
Meeting of 2008 approved the Plan with a term of 10 years, which ends on
14 September 2017, and agreed to reserve a maximum aggregate number of
500 000 shares for sale under the Plan. The General Meeting of 2013
increased the maximum aggregate number of shares reserved for sale under
the Plan from 500 000 to 1 000 000.
In accordance with US regulations, the General Meeting now needs to renew
its approval of this Plan for another term of 10 years. Therefore, it is
now proposed that the General Meeting approves the updated Plan rules
renamed the UCB SA North America Employee Stock Purchase Plan, the
extension of the term of the Plan for another 10 years, a maximum
aggregate number of shares reserved for sale under the Plan of 1 500 000,
and the designation of the participating entities whose employees may be
offered the right to purchase shares under the Plan.
Proposed resolution:
The General Meeting approves: (i) the updated rules of the UCB SA North
America Employee Stock Purchase Plan, as amended from time to time (the
"Plan"), (ii) that the term of the Plan is extended for another 10 years,
(iii) that the maximum aggregated number of ordinary shares of UCB SA/NV
that may be purchased pursuant to the Plan shall not exceed 1 500 000
shares, and (iv) that the companies whose employees will be offered to
benefit from the Plan shall be the subsidiaries of UCB SA/NV that are
incorporated or formed under the laws of a state of the United States or
Canada, as determined in the Plan rules.
10. Change of control provisions - art. 556 Companies Code
Pursuant to article 556 of the Belgian Companies Code, the General Meeting
is solely competent to approve change of control clauses whereby third
parties are granted rights affecting the assets of the Company or causing
a debt or an undertaking 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 a change of control thereof.
EMTN Program - renewal
UCB SA/NV has entered into a Euro Medium Term Note Program dated 6 March
2013 for an amount of ? 3 000 000 000, with last update of the Base
Prospectus on 10 March 2015, and as this program may be further amended,
extended or updated from time to time, (the "EMTN Program"). The terms of
the EMTN Program provide for a change of control clause - condition 5 (e)
(i) - under which, for any of the Notes issued under the EMTN Program
where a change of control put is included in the relevant final terms, any
and all of the holders of such notes can, in certain circumstances,
require UCB SA/NV to redeem that Note, following a change of control at
the level of UCB SA/NV, upon exercise of the change of control put for a
value equal to the put redemption amount increased with, if appropriate,
interest accrued until the date of exercise of the change of control put,
(all as more particularly described in the Base Prospectus of the EMTN
Program). In accordance with said article 556 of the Belgian Companies
Code, this clause must be approved by the General Meeting and it is hereby
proposed to renew this approval for the next 12 months.
Proposed resolution:
Pursuant to article 556 of the Companies Code, the General Meeting renews
its approval:
(i) of condition 5 (e) (i) of the Terms and Conditions of the EMTN Program
(Redemption at the Option of Noteholders - Upon a Change of Control
(Change of Control Put)), in respect of any series of notes to which such
condition is made applicable being issued under the Program from 27 April
2017 until 27 April 2018, under which any and all of the holders of the
relevant notes can, in certain circumstances when a change of control at
the level of UCB SA/NV occurs, require UCB SA/NV to redeem that note on
the change of control put date at the put redemption amount together, if
appropriate, with interest accrued to such change of control put date,
following a change of control of UCB SA/NV; and
(ii) of any other provision of the EMTN Program or notes issued under the
EMTN Program granting rights to third parties which could affect an
obligation on UCB SA/NV where in each case the exercise of these rights is
dependent on the occurrence of a change of control.
***
ATTENDANCE FORMALITIES
In order to attend the Ordinary General Meeting, holders of securities must
comply with the following formalities:
1. Kindly note that all due dates and times mentioned herein are the final
deadlines and that these will not be extended due to a weekend, holiday or
for any other reason.
2. Registration Date: the registration date is 13 April 2017, at 24:00 CEST.
a. Owners of registered shares must be registered as a shareholder in UCB
SA/NV's share register, held by Euroclear, on 13 April 2017, at 24:00
CEST.
b. Owners of dematerialized shares must be registered as a shareholder on
an account with a recognized account holder or settlement institution on
13 April 2017, at 24:00 CEST.
3. Intention to participate in the General Meeting: the shareholder who intends
to participate in the General Meeting must also declare his/her intent to
participate (in person or by proxy) in the General Meeting, as follows:
a. Owners of registered shares must declare their intention to participate
in the General Meeting to UCB SA/NV (c/o Mrs. Muriel Le Grelle) or via
e-mail to shareholders.meeting(at)ucb.com at the latest by 21 April
2017, 15:00 CEST, mentioning the number of shares with which they want
to participate in the General Meeting. The Company will verify the
number of shares held on the registration date based on the registration
in the share register held by Euroclear.
b. Owners of dematerialized shares must declare their intent to participate
in the General Meeting at the latest by 21 April 2017, 15:00 CEST to one
of the agencies of KBC Bank NV, together with a certificate of
dematerialized shares issued by their relevant account holder or
settlement institution mentioning the number of dematerialized shares in
their account on the registration date and for which they want to
participate in the General Meeting. KBC Bank NV will notify the Company
thereof.
ONLY PERSONS HAVING NOTIFIED THEIR INTENT TO PARTICIPATE (IN PERSON OR
BY PROXY) AT THE GENERAL MEETING AT THE LATEST BY 21 APRIL 2017, 15:00
CEST AND IN ACCORDANCE WITH THE AFOREMENTIONED FORMALITIES WILL BE
ALLOWED TO ATTEND AND VOTE AT THE GENERAL MEETING.
4. Proxies: shareholders who have complied with the above attendance
formalities are permitted to be represented by a proxy holder at the General
Meeting. The proxy forms approved by UCB SA/NV, which must be used to be
represented at the General Meeting, can be downloaded from
http://www.ucb.com/investors/Our-shareholders.
Shareholders must deposit or send these proxies, duly filled out and signed,
to UCB SA/NV's registered office (c/o Mrs. Muriel Le Grelle) or send them
via e-mail to shareholders.meeting(at)ucb.com or via fax (+32 2 559 98 00), as
from the registration date and in such a way that they arrive at UCB at the
very latest by 21 April 2017, 15:00 CEST. Fax copies and scans by e-mail are
allowed provided the proxy holder produces the original proxy at the latest
immediately prior to the General Meeting. Failure to comply with these
requirements may result in UCB SA/NV not acknowledging the powers of the
proxy holder.
5. In accordance with article 533ter of the Belgian Companies Code and under
certain conditions, one or more shareholder(s) holding (together) at least
3% of the share capital of the Company may request to add items to the
agenda and may file resolution proposals relating to the items on the agenda
or to be added to the agenda.
Such request will only be valid if it is duly notified to UCB SA/NV in
writing or via shareholders.meeting(at)ucb.com at the latest by 5 April
2017, 15:00 CEST. An updated agenda will, if applicable, be published on 12
April 2017. In such case, the Company will make an updated proxy form
available in order to allow shareholders to give specific voting
instructions thereon.
6. In accordance with article 540 of the Belgian Companies Code and under
certain conditions, shareholders are entitled to submit questions in writing
prior to the General Meeting to the Board of Directors or the statutory
auditor regarding their reports or items on the agenda. The questions will
be answered during the General Meeting provided (i) the shareholders
concerned have complied with all required admission formalities and (ii) any
communication of information or fact in response to such question does not
prejudice the Company's business interests or the confidentiality
undertaking of UCB SA/NV, its directors and statutory auditor.
Questions can be sent in writing to UCB SA/NV's registered office or by e-
mail to shareholders.meeting(at)ucb.com in a way that they arrive at UCB by 21
April 2017, 15:00 CEST at the latest.
7. Holders of bonds issued by the Company may attend the General Meeting in an
advisory capacity and are subject to the same attendance formalities as
those applicable to shareholders.
8. In order to attend the General Meeting, individuals holding securities and
proxy holders must prove their identity and representatives of legal
entities must hand over documents establishing their identity and their
representation power, at the latest, immediately prior to the beginning of
the General Meeting. Persons attending the General Meeting are requested to
arrive at least 45 minutes before the time set for the General Meeting in
order to complete the registration formalities.
9. As of the date of publication of this notice, the documents to be presented
at the General Meeting, the (amended) agenda, and the (amended) proxy forms
are available on http://www.ucb.com/investors/Our-shareholders. The
shareholders and bondholders will also be able to access and consult the
documents during working hours on business days at UCB NV/SA's registered
office, and/or can receive a free copy of these documents.
UCB: CONVENING NOTICE TO ATTEND THE GENERAL MEETING OF SHAREHOLDERS:
http://hugin.info/133973/R/2089786/789008.pdf
This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: UCB via GlobeNewswire
Unternehmensinformation / Kurzprofil:
Datum: 24.03.2017 - 07:00 Uhr
Sprache: Deutsch
News-ID 532218
Anzahl Zeichen: 22990
contact information:
Town:
Brussels
Kategorie:
Business News
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