The timetable of the General Meetings of Shareholders in 2015 is as follows:
Extraordinary General Meeting: Thursday 19 March 2015 (11:30 a.m.)
Second Extraordinary General Meeting (if no quorum on 19 March): Thursday 9 April 2015 (11.30 a.m.)
Annual General Meeting: Wednesday 13 May 2015 (10:30 a.m.)
Special General Meeting: Friday 9 October 2015 (11:30 a.m.)
In accordance with the Articles of Association, the Annual General Meeting of Shareholders is held at 10:30 a.m. on the second Wednesday in May of each year. Should that day be a statutory holiday in Belgium, then the meeting will be held on the second next working day. The agenda of the Annual General Meeting essentially includes the approval of the annual accounts, the appropriation of the results and the appointment or reappointment of Directors and the Statutory Auditor. An Extraordinary or Special General Meeting of Shareholders may be called at any time by the Board of Directors or by the Statutory Auditor.
A General Meeting is called by means of a notice which is published at least 30 days prior to the meeting in the Belgian Official Journal, a Belgian newspaper of nationwide circulation (in practice De Tijd), media ensuring effective dissemination throughout the European Economic Area, and the Bekaert website. The official language of this publication is Dutch (the official language of the company’s registered office), but unofficial French and English translations are published in the EEA media and posted on the company’s website simultaneously with the Dutch publication in the Belgian Official Journal and De Tijd.
Registered shareholders and holders of subscription rights are invited in writing at least 30 days prior to any General Meeting.
Each notice contains the agenda of the General Meeting (including the text of the proposed resolution, where applicable), as well as detailed information and instructions for shareholders, subscription rights holders and debenture holders wishing to attend the meeting.
Subject to timing conditions, shareholders holding together at least 3% of the company’s share capital have the right to add items to the agenda and to file resolution proposals, while shareholders are also entitled to ask written questions ahead of the meeting.
A shareholder may attend a General Meeting in person or by proxy. The power of attorney forms are available as indicated in the notice and posted on the website (and enclosed with the invitation sent to registered shareholders). Holders of debentures and holders of subscription rights can attend a General Meeting in person only and are not entitled to vote.
Each shareholder can vote at a General Meeting in respect of all the shares accounted for in accordance with the instructions included in the notice or invitation, subject to compliance with large shareholding notification and disclosure requirements imposed by law or the Articles of Association. One share equals one vote. There is no quorum requirement for Annual or Special General Meetings. Resolutions can, therefore, be passed no matter how many shares are represented at the meeting. Resolutions are adopted by a simple majority of votes.
An Extraordinary General Meeting requires a quorum of at least 50% of the registered capital. If this quorum is not reached, a second Extraordinary General Meeting has to be called. The notice and invitation for the second meeting will be made available as described above (except that the prior notice is reduced from 30 to 17 days if the date of the second meeting was mentioned in the notice of the first meeting). There is no quorum requirement for the second meeting. Resolutions of an Extraordinary General Meeting require a qualified majority of the votes for adoption (75% or more, as specified by Belgian company law).