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Invitation Ordinary General Meeting May 26th, 2021

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Campine NV
·10-min read
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Naamloze Vennootschap

Nijverheidsstraat 2, 2340 Beerse

VAT BE0403.807.337 – RPR Turnhout

INVITATION ORDINARY GENERAL MEETING
Wednesday 26 May 2021 at 11h

Important notification to the shareholders
Due to the COVID-19 pandemic, the General Meeting will be organised via electronic communication.

The shareholders can only participate via electronic communication (Zoom Video Call). Therefore the shareholders are requested to provide their email address when registering for participation.
The shareholders are given the opportunity - in accordance with the modalities below - to ask questions in writing in advance as well as to give a proxy – preferably to the secretary of the General Meeting Ms Karin Leysen - in advance via the proxy form with voting instructions.

Practical information regarding the electronic participation can be found on the website: www.campine.com/investors/shareholder information/general meetings.

The shareholders are invited to participate in the Ordinary General Meeting, which will be held on Wednesday 26 May 2021 at 11h at Campine, Nijverheidsstraat 2, 2340 Beerse (solely via electronic communication - video call), with the following agenda and proposals:

  1. Reading and discussion about the report of the Board of Directors, the annual accounts and consolidated annual accounts of the financial year closed on 31 December 2020.

  2. Reading of and discussion about the Auditor’s Report on the above mentioned accounts.

  3. Approval of the annual accounts of the financial year closed on 31 December 2020
    Resolution proposal: The Ordinary General Meeting approves the annual accounts of the financial year closed on 31 December 2020.

  4. Approval of the appropriation of the result of the financial year closed on 31 December 2020.
    Resolution proposal: The Ordinary General Meeting decides to appropriate the result of the financial year closed on 31 December 2020 as proposed by the Board of Directors. The Ordinary General Meeting decides to distribute a dividend of € 0.975 mio (this means € 0.65 gross per share) against presentation of coupon no 12, with payment date: 11 June 2021 (ex-date: 9 June 2021 and record date: 10 June 2021).

  5. Approval of the Remuneration Policy of the company.
    Resolution proposal: The Ordinary General Meeting approves the Remuneration Policy as mentioned in the annual report 2020.

6. Approval of the Remuneration Report of the financial year closed on 31 December 2020.
Resolution proposal: The Ordinary General Meeting approves the Remuneration Report of the financial year closed on 31 December 2020.

7. Discharge to the Board members for the financial year closed on 31 December 2020.
Resolution proposal: The Ordinary General Meeting grants discharge to the Board members for the execution of their mandate during the financial year closed on 31 December 2020.

  1. Discharge to the Auditor for the financial year closed on 31 December 2020.
    Resolution proposal: The Ordinary General Meeting grants discharge to the Auditor for the execution of his mandate during the financial year closed on 31 December 2020.

  2. Statutory nominations:

9a. Appointment of EY Bedrijfsrevisoren, represented by Harry Everaerts as statutory auditor of the company for a period of 3 years.
Article 41 of the EU Regulation 537/2014 states that as of June 17, 2020, a public interest entity shall not grant or renew an audit engagement to a particular statutory auditor or audit firm, if, on the date of entry into force of this regulation, that statutory auditor or audit firm has provided statutory audit services to that public interest organization for a continuous period of twenty or more years. As a result, Deloitte Bedrijfsrevisoren, represented by Luc Van Coppenolle, must resign after the General Meeting in May 2021 that decides on the annual accounts for 2020, given that the indicated term expires at that time.
The Board of Directors proposes to appoint EY Bedrijfsrevisoren, represented by Harry Everaerts, as Statutory Auditor for a period of 3 years.
Resolution proposal: The Ordinaryl General Meeting relieves Deloitte Bedrijfsrevisoren, represented by Luc Van Coppenolle, from its mandate as statutory auditor from as of the financial year 2021, and grants Deloitte Bedrijfsrevisoren discharge from liability for the exercise of its mandate until May 26, 2021.
The Ordinary General Meeting decides, on the proposal of the audit committee, to appoint EY Bedrijfsrevisoren BV, with registered office at De Kleetlaan 2, 1831 Diegem, and registered with the Crossroads Bank for Enterprises under number 0446.334.711 (RPR Brussels), represented by its permanent representative Harry Everaerts Bedrijfsrevisor BV, with registered office at Grote Heimelinkstraat 111, 9100 Sint-Niklaas, represented by its permanent representative, Mr. Harry Everaerts, as statutory auditor of the Company, with immediate effect. The mandate will end at the Ordinary General Meeting to be held in the year 2024. In accordance with article 3:77 of the Companies and Associations Code, the statutory auditor will also audit the consolidated annual accounts of the Company. The fee for the mandate as statutory auditor (both for auditing the statutory and consolidated annual accounts of the Company) amounts to EUR 47,500 per year (indexed annually, excluding VAT and other local taxes, expenses and expenses).

9b. Appointment of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director for a period of 4 years. : The mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent Director ends. Proposal to renew the mandate of FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans as independent Director for a period of 4 years. The Board has determined that YASS BV, represented by its permanent representative Ms Dina Brughmans, complies with all criteria required by the Companies and Associations Code and the Company Code and thus can be considered as an independent Director.
Resolution proposal: The Ordinary General Meeting decides to appoint FLG Belgium SRL, represented by its permanent representative Ms Dina Brughmans, as independent Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors’ remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.

9c. Appointment of Mr F.-W. Hempel as Director.: The mandate of Mr F.-W. Hempel ends. Proposal to renew the mandate of Mr F.-W. Hempel as Director for a period of 4 years.
Resolution proposal: The Ordinary General Meeting approves the renewal of the mandate of Mr F.-W. Hempel, as Director for a period of 4 years. The mandate ends automatically, unless renewed, after the Annual Meeting held in 2025. The Directors’ remuneration amounts to € 20.500 for 2021. According to the Articles of Association the amount is automatically increased by € 250 on the first day of each new financial year.

10.Any other business

Please note that you are required to comply with the following conditions and requirements:

CONDITIONS OF ADMISSION
Only the person who is an official shareholder on the Registration date (Wednesday 12 May 2021 at twenty four (24:00) hour) - either by means of a registration in the Company’s register of shares or by means of a registration on the accounts of the recognised account holders or clearing institution – are admitted to the Ordinary General Meeting, irrespective of the number of shares in his possession on the date of the Ordinary General Meeting.

Furthermore, the shareholder confirms his participation to the Ordinary General Meeting ultimately on Thursday 20 May 2021 (16:00). The shareholders are requested to provide their email address when registering:

  • The holder of registered shares: in writing to the company (see contact registered office);

  • The holder of dematerialised shares: to Euroclear Belgium Belgium: due to Covid-19 preferably by email: ebe.issuer@euroclear.com. The recognised account holder, or the clearing institution issues the necessary certificate to the shareholder indicating the total number of dematerialised shares, respectively delivered or registered in his name in his account on the Registration date, with which the shareholder wants to participate in this General Meeting.

ADD ITEMS TO THE AGENDA
One or more shareholders holding together at least 3% of the share capital may add items to the agenda of this General Meeting and submit resolution proposals relating to topics already included or to be included on the agenda. These requests must be addressed to the Company (see contact registered office) ultimately on Tuesday 4 May 2021. The shareholders who exercise this right must:

  • prove that on the date of their request, they possess the required percentage of the share capital (by a certificate of registration of the registered shares in the Company's register of shares or by a certificate issued by a recognised account holder or clearing institute indicating that the respective number of dematerialised shares are registered in their name in an account.) and;

  • prove that on the Registration date they are still shareholder holding together at least 3% of the share capital.

When appropriate, the revised agenda and adjusted form to vote by proxy will be made public ultimately on 11 May 2021.

Nevertheless, the proxies received by the Company prior to the publication of the revised agenda, remain valid for the items mentioned on the agenda. Exceptionally contradictory to the above mentioned, the proxy holder can - in compliance with article 7:130 of the Code on Companies and Associations - during this General Meeting, deviate from possible instructions of the proxy principal, for items mentioned on the agenda, for which new resolutions were submitted, if the execution of these instructions could damage the interest of the proxy principal. The proxy holder has to inform the proxy principal in this case. The proxy should mention whether the proxy holder is entitled to vote on new items put on the agenda or whether he has to abstain from them.

RIGHT TO ASK QUESTIONS
Pursuant to the Code on Companies and Associations and under certain conditions, the shareholders can submit questions in writing, prior this General Meeting, to the Board or the Auditor regarding their report or items mentioned on the agenda. These questions will be handled during this General Meeting if (i) the shareholder complies with the participation formalities and (ii) as far as the communication of information or facts does not prejudice Campine nv's business interests nor the confidentiality to which Campine nv, its Board of Directors or Auditor have committed themselves.
These questions can be submitted in writing or per email beforehand to the Company (see contact registered office ultimately on Thursday 20 May 2021 (16:00h).

VOTING BY PROXY
Each shareholder who wants to be represented has to comply with the above mentioned registration and confirmation of participation procedures.

Each shareholder who complies with the formalities for admission to this General Meeting provided for by the law and the Company's Articles of Association may designate one person – preferably Ms Karin Leysen, secretary of the General Meeting - to represent him at this General Meeting in accordance with the Code on Companies and Associations by means of the form to vote by proxy which can be found on the website www.campine.com/investors/shareholders information/general meetings and is available on request (see contact information registered office). Every appointment of a proxy holder has to be made in compliance with Belgian legislation, especially regarding conflict of interest and the register keeping.

The notification of the appointment of a proxy holder must be received ultimately on Thursday 20 May 2021 (16:00h) in writing or by electronic means to the Company (see Contact registered office) or to Euroclear Belgium Belgium: due to Covid-19 preferably by email: ebe.issuer@euroclear.com.

FORMALITIES
As of Friday 23 April 2021, the documents to be presented to this General Meeting are available on the website www.campine.com/investors/shareholder information/general meetings and financial publications) or can be consulted at the registered office and are also available – free of charge – on request via letter, fax, tel or email to the registered office attn. Karin Leysen.

Contact registered office
Campine nv, Nijverheidsstraat 2, 2340 Beerse, www.campine.com
Att: Karin Leysen: karin.leysen@campine.com, tel: 014/60 15 49


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