Eckert & Ziegler BEBIG SA
A public limited liability company offering its securities to the public
Industrial Zone C, 7180 Seneffe
VAT 457.288.682 - (Charleroi) Register of Legal Entities 0457.288.682
NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders of the Company are invited to attend the extraordinary general meeting of shareholders scheduled to take place at the Company's registered office on Wednesday,
10 November 2016 at 11:30 am.
Agenda of the extraordinary general meeting:
- Decision regarding the modification of the article 5 of the Articles of association of the company further to the reverse stock split.
"The general meeting resolves to replace article 5 of the article of association by the following wording:
The subscribed capital amounts to EUR 14,439,797.82, represented by 2,330,000 shares with no par value, each representing one/2,330,000th of the share capital.
There are furthermore five hundred thousand (500,000) class A profit shares and two thousand five hundred (2,500) class B profit shares".
- Merger proposal drafted by the board of directors in accordance with article 719 of the Belgian Company Code.
- Decision regarding the simplified merger in accordance with article 676 of the Belgian Company Code and with the terms and conditions of the merger proposal, without issuance of new shares nor a capital increase. The shareholders have the possibility to obtain a copy of this document at the registered seat of the company, without any costs.
"The general meeting approves the merger by acquisition of the private limited company BrachySolutions SPRL, with registered office located at Zone Industrielle C, 7180 Seneffe, registered with the register of legal entities under number 0830.213.201 (the absorbed company) by the company (absorbing company), in accordance with Article 676,1° of the Belgian Company Code and the terms and conditions provided for in the merger proposal, without issuance of new shares nor capital increase.
The general meeting also resolves that all books and documents of BrachySolutions SPRL shall be kept at the registered office of the company within the timeframe prescribed for by the Belgian Company Code".
- All operations of the absorbed company, of which all shares are owned by the absorbing company, will be considered to be executed from accounting and tax viewpoints on behalf of the absorbing company as from 1st May 2016, 0h00 CET.
- Realisation of the merger; dissolution without liquidation of the absorbed company, subject to approval of the merger by the general meeting of the absorbed company.
- Delegation of powers regarding the execution of the resolutions taken by the general shareholders' meeting.
"The general meeting resolves to grant the authority (i) to each director as well as to Anne Tilleux, lawyer at the Brussels Bar and any lawyer of NautaDutilh, 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 and (ii) to the notary for the drafting of the coordinated articles of association".
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 extraordinary general meeting. 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. 27 October 2016 at 24:00).
The shareholders should submit their proposals, along with proof of title to the requisite shareholding, to [email protected] or by post to the Company's registered office. These documents must be received no later than 19 October 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 26 October 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 26 October 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 meeting. Shareholders can submit their questions by e-mail to [email protected] or by post to the Company's registered office. The questions must be received by the Company no later than 4 November 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.
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 extraordinary general meeting:
1. The Company must be able to determine, based on the proof submitted pursuant to the procedure described below, that the shareholder holds on 27 October 2016, at 24.00 (CET) (the "Record Date"), the number of shares which that shareholder intends to vote at the general meeting; and
2. The shareholder must expressly confirm no later than 4 November 2016 his or her intention to participate in the general meeting.
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 meeting 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 meeting.
B. Confirmation of participation
In addition, shareholders who wish to participate in the general meeting must notify their intention to attend no later than 4 November 2016 as follows:
- Holders of registered shares or registered certificates: the board of directors must be informed in writing no later than 4 November 2016; the notice can be sent by e-mail to [email protected] 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 4 November 2016 of their intention to attend (the notice can be sent by e-mail to [email protected] or by post to the Company's registered office) and (ii) must submit to the Company's registered office by 4 November 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 meeting and the number of dematerialized shares recorded in his or her name as of 27 October 2016, at 24.00 (CET).
Pursuant to Article 27 of the Company's articles of association, every shareholder can be represented at the general meeting 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 4 November 2016. It can be sent by post to the Company's registered office or by e-mail to [email protected]. 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 [email protected]. Shareholders and proxy holders are requested to follow the instructions on the proxy form in order to ensure valid representation at the general meeting.
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 meeting, 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 meeting, 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 4 November 2016. It can be submitted by e-mail to [email protected] 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 meeting, as set forth above.
Pursuant to Article 533bis §2 of the Company Code, as from the publication date of the notice (i.e. 27 September 2016) until the end of the general meeting, 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 these documents. Together with the present notice, registered shareholders as well as the Company's directors and auditor shall be provided with a copy of said documents.
THE BOARD OF DIRECTORS
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Eckert & Ziegler BEBIG via Globenewswire