Timetable General Meetings of Shareholders
The timetable of the General Meetings of Shareholders in 2011 is as follows:
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Extraordinary General Meeting: Thursday 7 April 2011 (11.00 a.m.)
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Special General Meeting: Thursday 7 April 2011 (11.30 a.m.)
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Second Extraordinary General Meeting (if no quorum on 7 April 2011): Wednesday 11 May 2011 (9.00 a.m.)
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Ordinary General Meeting: Wednesday 11 May 2011 (10.30 a.m.)
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General information on participation and voting
In accordance with the Articles of Association, the Ordinary 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, the meeting will be held on the second next working day. The agenda of the Ordinary General Meeting essentially includes the approval of the annual accounts and 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 24 days prior to the meeting in the Belgian Official Journal and in a newspaper of nationwide circulation (in practice De Tijd). The language of this publication is Dutch (the official language of the Company's location). In addition, the Dutch-language notice and unofficial French and English translations are posted on the Company's website simultaneously with the publication in the Belgian Official Journal and De Tijd.
Registered shareholders and holders of subscription rights are invited in writing at least 15 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 precise instructions for shareholders and subscription rights holders desiring to attend the meeting.
A shareholder may attend a General Meeting in person or by proxy. The Company will accept only the power of attorney forms provided by it: those are available as indicated in the notice and posted on the website (and enclosed with the invitation sent to registered shareholders). The power of attorney forms are in Dutch: they are essentially a transcript of the notice, of which French and English translations are available from the website.
A shareholder can give a power of attorney only to a person who is also a Bekaert shareholder in his/her own right. However, also the following options are valid:
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a legal person may be represented by a person who is not a Bekaert shareholder;
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an incapacitated person may be represented by his/her legal representative;
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a married person may be represented by his/her spouse;
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joint owners, usufructuaries and bare owners, and pledgors and pledgees, should be represented by one single person;
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a holder of subscription rights can attend a General Meeting in person only, and is not entitled to vote.
Each shareholder can vote at a General Meeting with all of 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 by the Articles of Association. One share equals one vote.
There is no quorum requirement for the Ordinary General Meeting nor for a Special General Meeting, and accordingly resolutions can be passed whatever the number of shares 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 the 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 24 to 17 days if the date of the second meeting was already 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 to be adopted (75% or more, as specified in the Companies Code).