VGP NV: Notice of the Annual and Extraordinary Shareholders’
Meeting
Press Release
Antwerp (Berchem), 8 April 2020, 07h00
CET
The shareholders are hereby invited to attend the
annual and extraordinary shareholders’ meeting of the Company which
shall take place at registered office of the Company, at
Uitbreidingstraat 72, 2600 Antwerp, Belgium, on Friday 8 May
2020 at 10:00 am, with following agenda and proposed
resolutions:
Information note:
The board of directors closely monitors the
evolution of the Covid-19 pandemic and the sanitary regulations
issued by the Belgian authorities in this regard and continues to
evaluate the impact thereof on the organisation of the
shareholders’ meetings.
The board of directors has at this stage decided
not to postpone the shareholders’ meetings. The Company will
however take appropriate measures to ensure that the shareholders’
meetings take place in compliance with the sanitary regulations and
taking into account any health and safety concerns.
To that effect and to the maximum extent
permitted by law, shareholders will not be allowed to attend the
meetings in person. No reception will be held. Shareholders are
required to vote prior to the meetings taking place, either
remotely via letter or via proxy granted to Mr. Dirk Stoop, the
Company’s CFO.
The board of directors may decide to facilitate
virtual shareholders’ meetings, in which case shareholders may be
allowed to attend via electronical means.
Depending on the evolution of the Covid-19
situation in the coming weeks and the adoption of any Belgian law
or decree applicable to the organisation of shareholders’ meetings,
the Company may communicate further in relation to the attendance
and organisation of the meetings by way of a press release.
A.
Annual shareholders’ meeting:
AGENDA AND PROPOSED
RESOLUTIONS
- Acknowledgement and discussion of the annual report of the
board of directors and the report of the auditor on the annual
accounts for the financial year ending
31 December 2019.
- Acknowledgement and approval of the remuneration report for the
financial year ending 31 December 2019.
Proposed resolution: The
general meeting approves the remuneration report for the financial
year ending 31 December 2019.
3. Acknowledgement and
approval of the annual accounts for the financial year ending
31 December 2019 and allocation of the
results.Proposed resolution: The general meeting
approves the annual accounts for the financial year ending
31 December 2019. The general meeting approves the
allocation of the results as proposed by the board of directors,
including the payment of a gross dividend for a total amount of EUR
60,394,912.50. The determination of the payment date as well as all
other formalities relating to the payment of the dividend are
delegated to the board of directors.
- Acknowledgment and discussion of the annual report of
the board of directors and the report of the auditor on the
consolidated annual accounts for the financial year ending
31 December 2019.
- Acknowledgment of the consolidated annual accounts for the
financial year ending 31 December 2019.
- Release from liability to be granted to the directors and to
the respective permanent representatives of the legal
entity-directors.
Proposed resolution: The
general meeting resolves, by a separate vote, that the directors
and the respective permanent representatives of the legal
entity-directors be released from any liability arising from the
performance of their duties during the financial year ending
31 December 2019.
7. Release from liability
to be granted to the auditor.Proposed resolution:
The general meeting resolves that the auditor be released from any
liability arising from the performance of its duties during the
financial year ending 31 December 2019.
8. Reappointment of
Deloitte Bedrijfsrevisoren / Reviseurs d’Entreprises CVBA as
auditor of the Company given the expiry of its mandate and
determination of the auditor’s remuneration.Proposed
resolution: The general meeting resolves (i) to re-appoint
Deloitte Bedrijfsrevisoren CVBA, with registered office at Gateway
Building, Luchthaven Brussel Nationaal 1J, 1930 Zaventem, Belgium,
represented by Mrs. Kathleen De Brabander, as auditor of the
Company for a period of 3 years, with immediate effect and until
the closing of the annual meeting which will be held in the year
2023 and at which the decision will be taken to approve the annual
accounts closed at 31 December 2022 and (ii) to determine the
annual remuneration of the auditor at EUR 159,700 for the audit of
the statutory and the consolidated accounts. This amount is
exclusive of expenses and VAT, and is subject to an annual
indexation as from 2021 and to an annual review reflecting any
changes in the audit scope which would be required to ensure that
such audit scope remains aligned with the evolution of the VGP
group.
9. Resignation of Mrs.
Ann Gaeremynck as an independent director of the
Company.Proposed resolution: The general meeting
approves the resignation of Mrs. Ann Gaeremynck, residing at
Dadizelestraat 43, 8560 Moorsele, Belgium, as an independent
director of the Company.
10.
Appointment of GAEVAN BV, with permanent representative Mrs. Ann
Gaeremynck as independent director of the Company.Proposed
resolution: The general meeting approves the appointment
of GAEVAN BV, with registered office at Dadizelestraat 43, 8560
Wevelgem, Belgium, permanently represented by Mrs. Ann Gaeremynck,
as an independent director of the Company in the meaning of and
meeting the conditions stipulated in article 7:87 of the Code of
Companies and Associations (the “CCA”), for a
period of 3 years with immediate effect and until the closing of
the annual meeting which will be held in the year 2023 and at which
the decision will be taken to approve the annual accounts closed at
31 December 2022.
11. Determination
of an increased annual fixed remuneration for all directors of the
Company.Proposed resolution: The general meeting
approves the proposal of the board of directors with regard to the
increased annual fixed remuneration of EUR 75,000 per director of
the Company.
B.
Extraordinary shareholders’ meeting:
AGENDA AND PROPOSED
RESOLUTIONS
1. Amendment to the
articles of association as a consequence of a change in the time at
which the ordinary general meeting is held.
The board of directors proposes to change the
time at which the ordinary general meeting (also called the annual
meeting) of the Company is held from 17h00 to 10h00. The date of
the annual meeting remains unchanged.
Proposed resolution: The
shareholders’ meeting resolves to hold the annual meeting on the
second Friday of May at 10 a.m.; the time at which the annual
meeting is held is adapted accordingly in the articles of
association of the Company.
2. Amendment to the
articles of association as a consequence of a change to the
external representation.
The Board of Directors proposes to amend the
provisions of the articles of association relation to the external
representation of the Company by deleting the current
representation powers of the chairman of the Board of
Directors.
Proposed resolution: The
shareholders’ meeting resolves to amend the rules on external
representation in such a way that the Company can henceforth only
be validly represented externally vis-à-vis third parties by either
two directors acting jointly or a managing director acting alone;
the relevant provision of the articles of association is amended
accordingly.
3. Amendments to the
articles of association as a consequence of the newly applicable
CCA.
Pursuant to Article 39, §1, first paragraph, and
§2 of the law of 23 March 2019 introducing the CCA, as from 1
January 2020, the Company is subject to the provisions of the CCA
by operation of law and, in accordance with Article 39, §1, third
paragraph, of the aforementioned law, is legally obliged to bring
its articles of association into line with the provisions of the
CCA on the occasion of the next amendment of the articles of
association after 1 January 2020.
The board of directors therefore proposes,
following the amendments to the articles of association proposed in
the previous agenda items 1 and 2, to bring the articles of
association of the Company fully in line with the CCA while
retaining the legal form of a listed limited liability company with
a classic one-tier board structure and without altering the object
(i.e. the former purpose), except for terminological changes.
Proposed resolution: The
shareholders’ meeting resolves to fully revise the articles of
association of the Company and to adopt and approve a new text of
the articles of association in accordance with the provisions of
the CCA for a listed limited liability company with a classic
one-tier board and with the introduction of a double voting right
for shareholders who qualify for this by law and in particular
taking into account the amendments to the existing articles of
association as specifically set out below as well as the amendments
to the articles of association pursuant to the previous agenda
items 1 and 2 as well as agenda items 4 and 5 below. The full text
of the new articles of association is available on the Company's
website (www.vgpparks.eu). Every shareholder can request an
electronic copy free of charge via info@vgpparks.eu.
The specific amendments to the existing articles
of association are as follows (where relevant or clarifying,
reference is made to the number of the article in the current
coordinated articles of association drawn up on 10/05/2019):
- In Article 1 ('Legal form - Name'), the
designation of the Company as 'a public limited company carrying
out public calls for investments' is deleted; it is replaced by the
fact that the Company is a 'listed company'.- In Article 2
("Registered office"), the Region where the registered office of
the Company is located is added and the address of the registered
office is deleted along with the other statutory provisions
relating to the transfer of registered office and the holding of
any other offices, so that the new provisions of the CCA will apply
in this respect.- In Article 3 of the Dutch language version of the
articles of association only ("Purpose"/”Doel”), the term
"purpose"/"doel”, including in the title, is replaced by the new
term "object"/"voorwerp”, confirming, to the extent necessary, that
in accordance with the new relevant provisions and terminology, the
Company has no other purpose than to distribute or provide a direct
or indirect financial benefit to its shareholders.- Amendment to
the provisions of the articles of association relating to capital
increase and preferential subscription right in compliance with the
new provisions in this respect in the WVV (amendment of articles 6
and 7).- Amendment to the provisions of the articles of association
relating to paid-up capital (amendment of Article 8).- Addition in
the articles of association of the possibility to keep the share
register in electronic form and deletion of the redundant
provisions of the articles of association concerning dematerialised
shares, so that the new provisions of the CCA will apply in this
respect (amendment article 9).- Deletion of all provisions of the
articles of association relating to the notification and disclosure
of major shareholdings and the statutory threshold of three percent
(3%) in addition to the thresholds with respect to transparency
obligations imposed by law (amendment article 14).- Amendment to
the provisions of the articles of association relating to the
composition, operation, decision-making, powers and external
representation of the board of directors in accordance with the
specific new provisions in the CCA for a listed limited liability
company with a one-tier board of directors, including amendment to
the provisions concerning the mandatory designation of a permanent
representative by legal entity-directors, proxies for directors,
unanimous writing resolutions by directors, with the addition of
the possibility of meetings of the board of directors by means of
tele- and videoconferencing (amendment articles 15 to 17).-
Deletion of the existing possibility in the articles of association
of setting up an executive committee, which has been abolished
under the new law, including deletion of the statutory provision on
the executive committee's representation power (deletion of Article
18).- Amendment to the provisions of the articles of association
relating to the powers of and representation by the daily
management in accordance with the new provisions in this respect in
the CCA (amendment article 17).- Amendment to the remuneration
scheme for directors, including application of the possibility for
listed companies to deviate in the articles of association from the
arrangements set out in article 7:91 CCA (amendment article 20).-
Amendment to the provisions of the articles of association relating
to the audit of the Company in accordance with the new provisions
in the CCA (amendment article 21).- Amendment to the provisions of
the articles of association relating to the organisation and powers
of the shareholders’ meeting in accordance with the specific new
provisions in the CCA for a listed limited liability company with
introduction and addition in the articles of association of new
regulations concerning (i) participation to the shareholders’
meeting by electronic means in accordance with article 7:137 of the
CCA, (ii) remote voting prior to the shareholders’ meeting in
accordance with article 7:146 of the CCA and (iii) double voting
rights for shareholders who qualify for this by law in accordance
with article 7:53 of the CCA (amendment articles 22 to 27 and 29 to
34).- Amendment to the provisions of the articles of association
relating to the authority of the board of directors to adjourn
shareholders’ meetings (amendment article 28).- Deletion of the
provisions of the articles of association relating to the documents
and reports to be drawn up at the close of the financial year, so
that the new provisions of the CCA will apply in this respect
(deletion of article 35 as from the second paragraph).- Amendment
to the authorisation of the board of directors to pay interim
dividends in accordance with the new provisions in this respect in
the CCA (amendment article 38).- Deletion of the provisions of the
articles of association relating to prohibited dividend so that the
new provisions of the CCA will apply in this respect (deletion of
Article 39 in full).- Deletion of the provisions of the articles of
association relating to the alarm bell procedure so that the new
provisions of the CCA will apply in this respect (deletion of
article 40 in full).- Amendment to the provisions of the articles
of association relating to winding up and liquidation of the
Company in accordance with the new provisions in this respect in
the CCA (amendment article 41).- Amendment to the provisions of the
articles of association relating to the choice of domicile in
accordance with the new provisions in this respect in the CCA
(amendment article 42).- Amendment to the provisions of the
articles of association relating to applicable law (amendment of
Article 43).- Addition in the articles of association of new
provisions on written communication from and with the Company.
- Renewal of the authorizations regarding authorised
capital and corresponding amendments to the articles of association
of the Company.
4.1.
Preliminary acknowledgment of the report of the board of directors
in accordance with article 7:199 of the CCA setting out the
specific circumstances in which the board of directors is allowed
to make use of the authorised capital and the reasons
therefore.
4.2.
Renewal of the authorisations of the board of directors with
respect to the authorised capital and corresponding amendment to
the articles of association of the Company.
Proposed resolution: The
existing authorisation of the board of directors with regard to the
authorised capital will be withdrawn as from the entry into force
of the new authorisation mentioned hereinafter. Subsequently, the
shareholders’ meeting grants to the board of directors the power,
in the broadest sense permitted under articles 7:200 and 7:201
of the CCA, to increase the capital in one or more times
without the cumulative amount of these increases exceeding a total
amount of ninety-two million, six hundred sixty-six thousand eight
hundred fifteen euros (EUR 92,666,815.00) for a period of five (5)
years as from the publication of this decision. The board of
directors will also be authorised to use these powers for a period
of three (3) years in the circumstances described in
article 7:202 of the CCA. The existing temporary provisions of
the articles of association in this respect will be replaced in
full by the new provisions as included in the new articles of
association of the Company referred to in agenda item 3.
- Renewal of the authorisation of the board of
directors regarding the acquisition and divestment of the Company’s
treasury shares and corresponding amendment to the articles of
association of the Company.
5.1.
Renewal of the authorisation of the board of directors regarding
the acquisition and disposal of the Company’s own shares in case of
impending serious harm.
Proposed resolution: The
existing authorisation of the board of directors with regard to the
acquisition and disposal of the Company’s own shares will be
withdrawn as from the entry into force of the new authorisation
mentioned hereinafter. Subsequently, the shareholders’ meeting
resolves to renew, for a period of three (3) years as from the date
of publication of this decision, the powers granted to the board of
directors to acquire and dispose of the Company’s own shares
without a prior resolution of the shareholders’ meeting thereto in
case the acquisition or disposal is necessary to prevent impending
serious harm to the Company.
5.2.
Renewal of the authorisation of the board of directors to acquire
the Company’s own shares.
Proposed resolution: The
existing authorisation of the board of directors with regard to the
acquisition of the Company’s treasury shares will be withdrawn as
from the entry into force of the new authorisation mentioned
hereinafter. Subsequently, the shareholders’ meeting resolves to
renew, for a period of five (5) years as from the publication of
this decision, the powers granted to the board of directors in
order to acquire a maximum number of shares which added together
does not amount to more than twenty percent (20%) of the issued
capital at a price per share which may not be higher than the
maximum price permitted by applicable law and which may not be
lower than 1 eurocent (EUR 0.01). Moreover, this authorisation also
applies to the acquisition of the Company’s shares by one of its
directly controlled subsidiary companies in accordance with
applicable law.
5.3.
Authorisation of the board of directors to dispose of the Company’s
own shares by way of an offer to sell directed to one or more
particular persons other than members of the personnel of the
Company or one of its subsidiaries
Proposed resolution: The
shareholders’ meeting resolves to grant the authorisation to the
board of directors to dispose of the Company’s own shares by way of
an offer to sell directed to one or more particular persons other
than members of the personnel of the Company or one of its
subsidiaries.
5.4.
Amendment to the articles of association as a consequence of the
above-mentioned decisions.
Proposed resolution: The
shareholders’ meeting resolves to replace the existing provisions
of the articles of association relating to the acquisition and
disposal of own shares in full by the new provisions as included in
the new articles of association of the Company referred to in
agenda item 3.
6. Approval of change of
control clauses.
In
accordance with article 7:151 of the CCA, the shareholders’ meeting
is requested to approve (i) condition 6.2 of the terms and
conditions of the bonds issued by the Company on 2 December 2019,
as set out in part V of the prospectus dated 19 November 2019 for
the public offer of the bonds, and in particular the change of
control clauses included therein and (ii) the change of control
clause as set out in the J.P. Morgan loan agreement entered into on
8 November 2019 by the Company and J.P. Morgan Securities plc (as
“Arranger”).
Proposed resolution: The
shareholders’ meeting resolves to approve, in accordance with
article 7:151 of the CCA, (i) condition 6.2 of the terms and
conditions of the bonds issued by the Company on 2 December 2019,
as set out in Part V of the prospectus dated 19 November 2019 for
the public offer of the bonds, pertaining to the possibility for
the bondholders to require the Company to redeem the bonds in case
of a change of control and (ii) the change of control clause as set
out in the J.P. Morgan loan agreement entered into on 8 November
2019 by the Company and J.P. Morgan Securities plc (as “Arranger”).
In accordance with the requirements of article 7:151, second
indent, of the CCA, this resolution shall be filed in accordance
with article 2:8 of the CCA and shall be published as an
announcement in the Belgian State Gazette by including an extract
of the minutes of this shareholders’ meeting in accordance with
article 2:14, 4° of the CCA.
- Special powers of attorney.
7.1.
Power of attorney to the board of directors to execute the above
decisions.
Proposed resolution: The
shareholders’ meeting resolves to grant the broadest powers to the
board of directors and/or one or more designated directors to
execute the decisions taken by the shareholders’ meeting regarding
the above agenda items.
7.2.
Power of attorney for the representation of the Company with the
Crossroad Bank for Enterprises, counters for enterprises, registers
of the enterprise court, administrative agencies and fiscal
administrations.
Proposed resolution: The
shareholders’ meeting resolves to grant authority to any member of
the board of directors and/or Mr Dirk Stoop, as well as to the
instrumenting notary, acting individually, with power of
substitution, to fulfil all necessary formalities with regard to
the legally required publication formalities regarding the
decisions taken by the shareholders’ meeting with the Crossroad
Bank for Enterprises, counters for enterprises, registers of the
enterprise courts, administrative agencies and fiscal
administrations.
Conditions of admission to the annual
and extraordinary shareholders’ meeting
Shareholders may only
participate in the annual and extraordinary shareholders’ meeting
and exercise their voting rights if the following two conditions
are satisfied:
(i) Based on the proof
submitted in accordance with the registration procedure set out
below, the Company must be able to determine that at midnight
(24:00) (CET) on the Record Date, 24 April 2020 (the
“Record Date”), you owned the number of shares for
which you intend to participate in the annual and extraordinary
shareholders’ meeting.
(ii)
On 2 May 2020 at the
latest, you must explicitly confirm to the Company that you intend
to participate in the annual and extraordinary shareholders’
meeting.
These conditions must
be satisfied in accordance with the formalities mentioned
below.
1. Holders of registered
sharesIn accordance with article 7:134, §2 of the CCA and article
24 of the articles of association the holders of registered shares
are entitled to participate in and to vote at the annual and
extraordinary shareholders’ meeting, provided that:
- their shares are recorded in their name in the register of
registered shares at midnight (24:00) (CET) on the Record Date,
24 April 2020, and this irrespective of the number of
shares that they own on the date of the annual and extraordinary
shareholders’ meeting; and
- they notify the Company in writing of (i) their intention to
participate in the annual and extraordinary shareholders’ meeting,
and (ii) the number of securities for which they wish to
participate in the annual and extraordinary shareholders’ meeting,
by means of a signed form that must be received by the Company at
the Company’s registered office at the latest on
2 May 2020; a model of this form is available at the
Company’s registered office and on the Company’s website under the
tab “Investors - Shareholders Meetings” (www.vgpparks.eu).
2. Holders of dematerialized
sharesIn accordance with article 7:134, §2 of the CCA and article
24 of the articles of association the holders of dematerialized
shares are entitled to participate in and to vote at the annual and
extraordinary shareholders’ meeting, provided that:
- their shares are recorded in their name in the accounts of a
recognized account holder or a settlement institution at midnight
(24:00) (CET) on the Record Date, 24 April 2020, and this
irrespective of the number of shares that they own on the date of
the annual and extraordinary shareholders’ meeting; and
- at the latest on 2 May 2020, they provide the Company
(at the Company’s registered office) with, or arrange for the
Company (at the Company’s registered office) to be provided with, a
certificate issued by the recognized account holder or the
settlement institution certifying the number of dematerialized
shares recorded in the shareholder’s accounts on the Record Date in
respect of which the shareholder has indicated his intention to
participate in the annual and extraordinary shareholders’
meeting.
Only persons who are a shareholder of the
Company on the Record Date (24 April 2020) and who have
indicated, on 2 May 2020 at the latest, their intention to
participate in the annual and extraordinary shareholders’ meeting
as set out above will be allowed to participate in the
shareholders’ meeting. We point out to the shareholders that 2 May
2020 is a Saturday and that 1 May 2020 is a public holiday and
that, as the case may be, they should make the necessary
arrangements to fulfil the required formalities before, on 30 April
2020.
The shares are not blocked as a result of the
above-mentioned process. As a result, the shareholders are free to
dispose of their shares after the Record Date.
Right to add agenda items and to submit
proposed resolutions
In accordance with article 7:130 of the CCA, one
or more shareholders holding jointly at least three per cent (3%)
of the capital of the Company may request items to be added to the
agendas of the shareholders’ meeting and submit proposed
resolutions in relation to existing agenda items or new items to be
added to the agenda, provided that:
- they prove ownership of such shareholding as at the date of
their request and record their shares representing such
shareholding on the Record Date (i.e., on 24 April 2020);
the shareholding must be proven either by a certificate evidencing
the registration of the relevant shares in the register of
registered shares of the Company or by a certificate issued by a
recognized account holder or a settlement institution certifying
the book-entry of the relevant number of dematerialized shares in
the name of the relevant shareholder(s);
- the additional agenda items and/or proposed resolutions have
been submitted in writing by these shareholder(s) to the board of
directors at the latest on 16 April 2020.
These additional agenda items and/or proposed
resolutions may be delivered to the Company by mail sent to the
Company’s registered office for the attention of Mr Dirk Stoop or
by e-mail sent to dirk.stoop@vgpparks.eu. The Company shall confirm
the receipt of the proposed requests, by e-mail or by mail to the
address mentioned by the shareholder, within 48 hours.
As the case may be, the Company shall publish
the modified agenda of the shareholders’ meeting, together with the
ad-hoc proxy form and the remote voting form, completed with the
additional agenda items and/or proposed resolutions on the website
of the Company (www.vgpparks.eu) at the latest on
23 April 2020.
The proxies and remote votes that were notified
to the Company prior to the publication of a completed agenda,
remain valid for the agenda items for which they were granted /
submitted. Exception is made for agenda items for which new
proposed resolutions have been submitted, in accordance with
article 7:130 of the CCA: in such case the proxy holder may deviate
during the shareholders’ meeting of the instructions of the
shareholder granting the proxy, if the execution of such
instructions would prejudice the interests of the shareholder. The
proxy holder must inform the shareholder thereof. The proxy must
indicate whether the proxy holder is authorised to vote on new
agenda items or whether he should abstain from voting.
Right to ask questions
In accordance with article 7:139 of the CCA and
article 29 of the articles of association, all shareholders are
entitled, whether during the meeting or in writing before the
meeting, to ask questions to the directors with respect to their
reports as referred to in the agendas of the annual and
extraordinary shareholders’ meeting or the agenda items and to the
auditor with respect to its report as referred to in the agenda of
the annual shareholders’ meeting. To ensure that the shareholders’
meetings are organised in a way that is compliant with the sanitary
measures issued in relation to the COVID-19 crisis and taking into
account general health and safety considerations, shareholders are
requested to submit their questions in writing before the
meeting.
Questions asked in writing will only be answered
if the relevant shareholder has fulfilled the formalities set out
above to be admitted to the annual and extraordinary shareholders’
meeting and if the written question has been received by the
Company at the latest on 2 May 2020.
Written questions may be delivered to the
Company by mail sent to the Company’s registered office for the
attention of Mr Dirk Stoop or by e-mail sent to
dirk.stoop@vgpparks.eu.
Proxy
In accordance with article 25 of the articles of
association, each shareholder may be represented at the
shareholders’ meeting by a proxy holder, who does not need to be a
shareholder. To ensure that the shareholders’ meetings are
organised in a way that is compliant with the sanitary measures
issued in relation to the COVID-19 crisis and taking into account
general health and safety considerations, shareholders may only
appoint Mr. Dirk Stoop, the Company’s CFO, as their proxy.
Shareholders who wish to be represented by
proxy, are requested to use the model of proxy form (with voting
instructions) that is available at the Company’s registered office
and on the Company’s website under the tab “Investors -
Shareholders Meetings” (www.vgpparks.eu).
Notification of the proxy to the Company must
occur in writing, either by mail sent to the Company’s registered
office for the attention of Mr Dirk Stoop or by e-mail sent to
dirk.stoop@vgpparks.eu.
The signed proxy form must in original be
received by the Company at the Company’s registered office at the
latest on 2 May 2020.
Shareholders who wish to be represented by
proxy, must have fulfilled the formalities set out above to be
admitted to the annual and extraordinary shareholders’ meeting
(registration- and confirmation procedure).
Remote voting
To ensure that the shareholders’ meetings are
organised in a way that is compliant with the sanitary measures
issued in relation to the COVID-19 crisis and taking into account
general health and safety considerations, shareholders may
exceptionally vote remotely by letter prior to the shareholders’
meetings, by means of a form that is available at the Company’s
registered office and on the Company’s website under the tab
“Investors - Shareholders Meetings” (www.vgpparks.eu).
The signed remote voting form must be delivered
to the Company, either by mail sent to the Company’s registered
office for the attention of Mr Dirk Stoop or by e-mail sent to
dirk.stoop@vgpparks.eu, and must be received by the Company at the
latest on 2 May 2020.
Availability of the
documents
In accordance with article 7:132 of the CCA, the
shareholders of the Company can, as of 8 April 2020, upon
presentation of their security or of a certificate issued by a
recognized account holder or a settlement institution certifying
the number of dematerialized shares recorded in the name of the
shareholder, obtain at the Company’s registered office
(Uitbreidingstraat 72 box 7, 2600 Berchem (Antwerp)), free of
charge, a copy of the documents and reports that relate to this
meeting or that must be made available to them pursuant to law.
Requests to obtain copies, free of charge, may
also in writing or electronically by mail or by e‑mail for the
attention of:
Mr Dirk Stoop Telephone: +32 3 289 14 34 Fax:
+32 3 289 14 39 E-mail: dirk.stoop@vgpparks.eu
All the relevant information with regard to the
annual and extraordinary shareholders’ meeting, including all of
the reports and documents, referred to in the items of the agenda
of the annual and extraordinary shareholders’ meeting, as well as
the aforementioned proxy forms, are available on the website of the
Company (www.vgpparks.eu) as of 8 April 2020.
The board of directors
CONTACT DETAILS FOR INVESTORS
AND MEDIA ENQUIRIES
|
Martijn Vlutters (VP – Business Development & Investor
Relations) |
Tel: +32 (0)3 289 1433 |
|
Petra Vanclova (External Communications) |
Tel: +42 0 602 262 107 |
ABOUT VGP
VGP is a leading pan-European developer, manager
and owner of high-quality logistics and semi-industrial real
estate. VGP operates a fully integrated business model with
capabilities and longstanding expertise across the value chain. The
company has an development land bank (owned or committed) of 6.2
million m² and the strategic focus is on the development of
business parks. Founded in 1998 as a family-owned real estate
developer in the Czech Republic, VGP with a staff of circa 220
employees today owns and operates assets in 12 European countries
directly and through VGP European Logistics and VGP European
Logistics 2, both joint ventures with Allianz Real Estate. As of
December 2019, the Gross Asset Value of VGP, including the joint
ventures at 100%, amounted to €2.77 billion and the company had a
Net Asset Value (EPRA NAV) of €741 million. VGP is listed on
Euronext Brussels and on the Prague Stock Exchange (ISIN:
BE0003878957).
For more information, please
visit: http://www.vgpparks.eu
- 2020.04.08_VGP Press Release_AGM_EGM_ENG_08.05.2020
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