Van De Velde NV Ordinary Shareholders’ Meeting Instructions
- June 1, 2024
- Van de Velde
Table of Contents
Van De Velde NV Ordinary Shareholders’ Meeting
Notice convening the ordinary shareholders’ meeting of Wednesday 24 April
2024
The Board of Directors of the NV has made a public offering “VAN DE VELDE”
with a registered office at Lageweg 4, 9260 Schellebelle, with company
registration number 0448.746.744, register of legal entities Ghent, division
Dendermonde, invites its shareholders on Wednesday 24 April 2024 at 5 pm, at
the registered office to participate in the ordinary shareholders’ meeting.
Agenda of the ordinary shareholders’ meeting of 24 April 2024
- Reading, discussion and clarification of the consolidated annual financial statements and the consolidated annual report for the financial year 2023.
- Cognizance of the statutory and consolidated audit report of the Statutory Auditor for the financial year 2023.
- Approval of the statutory annual financial statements and the statutory annual report for the financial year 2023.
- Proposed decision: ‘The shareholders’ meeting approves the statutory annual financial statements and the statutory annual report for the financial year ended on 31 December 2023.’
- Approval of the remuneration report as part of the annual report for the financial year 2023.
- Proposed decision: ‘The shareholders’ meeting approves the remuneration report as part of the annual report for the financial year ended on 31 December 2023.’
- Approval of the amended remuneration policy. Proposed decision: ‘The shareholders’ meeting approves the amended remuneration policy.’
- Approval of the proposed appropriation of result.Proposed decision: ‘The shareholders’ meeting approves the proposed appropriation of result for the financial year ended on 31 December 2023.’
- Discharge of the members of the Board of Directors and the Statutory Auditor.
- Proposed decision: ‘The shareholders’ meeting grants discharge by special vote of the Directors and of the Statutory Auditor in the post during the financial year 2023 concerning the exercise of their duties during the financial year.’
Appointment and reappointment of directors
Proposed decision
- The shareholders’ meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration Committee, Herman Van de Velde NV, permanently represented by Herman Van de Velde, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2027;
- The shareholders’ meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration Committee, Benedicte Laureys, as non-executive director for a term of three years until the ordinary shareholders’ Meeting in 2027;
- The shareholders’ meeting appoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration Committee, Liesbeth Van de Velde, as non-executive director for a term of three years until the ordinary shareholders’ meeting in 2027;
- The shareholders’ meeting reappoints at the proposal of the Board of Directors assisted by the Nomination- and Remuneration Committee and after a reading of the report of the works for council, YJC BV, permanently represented by Yvan Jansen, as an independent director as described in article 7:87 of the Belgian Code on Companies and Associations, for a term of one year until the ordinary shareholders’ meeting in 2025;
- Non-executive directors will receive, for their duty as directors, an annual remuneration of 20.000 EUR. Per the mandate that these non-executive directors have in the Nomination- and Remuneration The committee and/or the Audit- and Risk Committee, will receive an additional annual remuneration of 5.000 EUR (or 7.500 EUR in case of chairmanship of a committee).’
Appointment Statutory Auditor
Proposed decision
‘The shareholders’ meeting appoints PwC Bedrijfsrevisoren BV, with registered
office at 1831 Diegem, Culliganlaan 5, as Statutory Auditor for a term of
three years. This company appoints Lien Winne BV (B00989), auditor, in
conformity with article 3:60 of the Belgian Code on Companies and
Associations, to carry out the mandate, with Lien Winne, also auditor, as its
permanent representative. The mandate lapses after the general shareholders’
meeting which must approve the annual account as of 31 December 2026.
The remuneration for this assignment is EUR 165.000 per year (plus VAT, expenses, IBR contribution and lump-sum allowances for technology and compliance expenses) subject to annual adjustments depending on the evolution of the index of consumer prices or as agreed between the parties. The Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) No 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, as regards corporate sustainability reporting require a limited assurance engagement to be carried out on the sustainability information.
Pending the transposition of this European Directive into national law, the general shareholders’ meeting appoints the auditing firm PwC Bedrijfsrevisoren BV, with a registered office at 1831 Diegem, Culliganlaan 5, to carry out this assignment on the sustainability information. The auditing firm PwC Bedrijfsrevisoren BV appoints Lien Winne BV(B00989), auditor, as permanent representative, with Lien Winne, also auditor, as its permanent representative. This assignment shall be considered as the legal assignment as it will be stipulated by the law transposing CSRD, once promulgated.’
PRACTICAL PROVISIONS
To attend the meeting, the stockholders of securities are requested to comply
with the
stipulations of Article 29 of the Articles of Association.
Registration and notification of participation
The stockholders may participate in the shareholders’ meeting and exercise
their voting rights concerning the securities they hold at midnight (Belgian
time) on the Registration date, 10 April 2024, for registered shares by their
listing in the companies’ share register or for dematerialised shares by their
registration on the account of a recognised account holder or a settlement
institution for the shares this shareholder wishes to participate in the
shareholders’ meeting, regardless of the number of stocks they hold on the day
of the shareholders’ meeting.
For dematerialised shares, the shareholder must request a certificate from its recognised account holder, settlement institution or financial intermediary proving the number of shares the shareholder held on the Registration Date and on which basis the shareholder has expressed the intention to participate in the shareholders’ meeting. The holders of dematerialised shares who wish to attend the meeting must notify a recognised banking institution that they wish to participate in the shareholders’ meeting and submit the above-mentioned certificate no later than 18 April 2024 (before closing time).
The holders of registered stock listed in the share register on the Registration Date who wish to attend the meeting must notify the Board of Directors in writing no later than 18 April 2024 of their intention to attend this meeting and the number of shares on which basis they wish to participate in the shareholders’ meeting – either by letter to Van de Velde NV, Lageweg 4, 9260 Schellebelle or by email ([email protected]). Only individuals who are a shareholder of the company on the Registration Date and who have confirmed their participation as described above are permitted to participate in the shareholders’ meeting and cast their votes.
Representation by proxy
The holders of securities may designate a proxy holder to represent them at
the shareholders’ meeting by the provisions of Article 30 of the articles of
association and should use the proxy form available at the Company’s
registered office or on the Company website
(www.vandevelde.eu – investor relations –
corporate governance – shareholders meeting). These proxy forms must be
completed in full, signed and filed with a recognised banking institution or
addressed to the company by 18 April 2024 – either by letter to Van de Velde
NV, Lageweg 4, 9260 Schellebelle or by email
([email protected]). The
shareholders are asked to follow the instructions on the proxy form to ensure
they are legally
represented during the shareholders’ meeting.
Any designation of a proxy holder must occur by the applicable Belgian legislation, particularly regarding conflicts of interest and the keeping of a register. The shareholders that wish to be represented must comply with the abovementioned registration and confirmation procedure.
Adding agenda items
By Article 7:130 of the Belgian Code on Companies and Associations, one or
more shareholders who individually or jointly hold three per cent (3%) of the
capital of the company can have one or more items put on the agenda of the
shareholders’ meeting and submit proposed resolutions about the items on the
agenda or to be added to the agenda. These agenda items and/or proposed
resolutions must be addressed to the Board of Directors no later than 2 April
2024 – either by letter to Van de Velde NV, Lageweg 4, 9260 Schellebelle or by
email([email protected]).
For more information about these rights and how they are exercised, see the
Company’s website (www.vandevelde.eu – investor
relations – corporate governance – shareholders meeting).
The new agenda will be published on the Company’s website no later than 9 April 2024. The proxies that are reported to the company before the announcement of the new agenda will remain valid for the items on the agenda to which they apply. The proxy holder can deviate from any instructions of the principal about the items on the agenda for which new proposed resolutions have been formulated, if carrying out that instruction would damage the principal’s interests. In such cases, the proxy holder must notify the principal of this.
Right to ask questions
A question-and-answer session is scheduled during the shareholders’ meeting.
Shareholders have the opportunity to submit written questions before the
shareholders’ meeting. These questions will be discussed during the question
and answer session. Questions should be addressed to the Board of Directors by
18 April 2024. They can be submitted in writing to the address of the company
or sent electronically to the following email address:
[email protected].
Documents
The annual brochure, the draft financial statements, the annual report, the
remuneration report and the report of the Statutory Auditor, the remuneration
policy and the other information as stated in Article 7:129, §3 of the Belgian
Code on Companies and Associations are available at the registered office of
the company and also at the Company website
(www.vandevelde.eu – investor relations –
corporate governance – shareholder meeting)
Start
To facilitate the smooth completion of the formalities, the stockholders are
asked to present themselves for registration on the day of the shareholders’
meeting no later than fifteen (15) minutes before the start of the
shareholders’ meeting.
DATA PROTECTION
The company is the controller of personal data that it collects or receives from shareholders and the holders of a proxy in the context of the ordinary shareholders’ meeting. The processing is based on a legal obligation, namely to support the organization and the proceedings of the ordinary shareholders meeting. The invitations, registration, presence and voting will be stored by us for a term of a maximum of 10 years after the concerned ordinary shareholders’ meeting. The data includes, among other things, identification data, the number and type of shares of a shareholder issued by the company, proxies and voting instructions. These data can also be transferred to third parties to support the company about the above-mentioned.
We would like to refer you to our privacy policy for more information. You are free to consult our privacy policy on our website www.vandevelde.eu. You have the right to access and correct your data at any given moment by the General Data Protection Regulation. You can contact us by e-mail ([email protected] ) if you have any questions or remarks about this information or if you want to exercise your rights as an interested party.