Each shareholder wishing to participate in the General Meeting must notify the company of this no later than the sixth day before the General Meeting, stating the number of shares with which the shareholder wishes to participate.
The recognised account holder or the clearing house will provide the shareholder with a certificate stating the number of dematerialised shares deposited or entered in the accounts in the name of the shareholder as at the record date, with which the shareholder has expressed the wish to participate in the General Meeting.
The name and address or registered office of every shareholder that has made known the wish to participate in the General Meeting will be entered in a register designated by the statutory manager, as well as the number of shares held by the shareholder on the record date and the number of shares with which the shareholder has expressed the wish to participate in the General Meeting, and a description of the documents demonstrating that the shareholder was in possession of those shares on the record date.
Every shareholder who deposits shares for a General Meeting may have themselves represented at that Meeting by one authorised proxy.
Contrary to the foregoing, the shareholder may appoint a separate proxy holder for each class of shares held by the shareholder, as well as for each custody account maintained by the shareholder if the shareholder holds KBC Ancora shares in more than one custody account, and a person qualifying as a shareholder who acts professionally for the account of other natural or legal persons may appoint any of those other natural or legal persons or a third party nominated by them.
A person who acts as a proxy holder may hold proxies from more than one shareholder. Where a proxy holder holds proxies from several shareholders, he may vote differently on behalf of one shareholder than another.
The appointment of a proxy holder must be effected in writing or using an electronic form and must be signed by the shareholder, where applicable using an advanced electronic signature within the meaning of Article 4, §4, of the Belgian Law of 9 July 2001 concerning the adoption of certain rules in relation to the legal framework for electronic signatures and certification services (Wet houdende vaststelling van bepaalde regels in verband met het juridisch kader voor elektronische handtekeningen en certificatiediensten), or using an electronic signature which meets the conditions as set out in Article 1322 of the Belgian Civil Code (Burgerlijk Wetboek/Code Civil).
The company must be notified of the proxy in writing or by electronic means, sent to the address as stated in the convocation. The same applies for the withdrawal of the proxy.
The company must receive notification of the proxy no later than the sixth day before the Meeting.
In the event that the shareholder issues voting instructions to the proxy holder, the latter must abide by those instructions. The proxy holder may only deviate from those instructions either because of circumstances which were not known at the time that the instructions were given, or if carrying out the instructions could harm the interests of the shareholder granting the proxy. The proxy holder must in that case notify the shareholder granting the proxy.
The proxy holder must keep a record of the voting instructions for at least one year, and must confirm on request of the shareholder that the voting instructions have been carried out.
In the event of a potential conflict of interest between the shareholder and the proxy holder appointed by the shareholder, the following procedures will apply:
- The proxy holder must disclose the precise facts which are relevant for the shareholder in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder.
- The proxy holder may only vote on behalf of the shareholder on the condition that he possesses specific voting instructions for each item on the agenda.
A conflict of interest exists if the proxy holder:
- Is the company itself or an entity controlled by the company, or a shareholder that controls the company, or another entity which is controlled by such a shareholder;
- Is a member of the board of directors or of the administrative organs of the company, of a shareholder that controls the company or of a controlled entity as referred to at 1;
- Is an employee or auditor of the company, of the shareholder that controls the company or of a controlled entity as referred to at 1;
- Has a parental relationship to a natural person as referred to at 1. to 3. inclusive, or is the spouse or legally cohabiting partner of such a person or is a relative of such a person.
The proxy may be granted for one or more specific Meetings or for the Meetings held during a specified period.
A proxy that is granted for a specific Meeting will also apply for subsequent Meetings convened with the same agenda.
The proxy holder will enjoy the same rights as the duly represented shareholder, and in particular the right to address the Meeting, to ask questions during the General Meeting and to exercise the voting right.
Shareholders or their authorised representatives will be admitted to the General Meeting on showing proof of identity, a certificate from a recognised account holder or a clearing house showing the number of dematerialised shares entered in its accounts in the name of the shareholder as at the record date, with which the shareholder has indicated that they wish to participate in the General Meeting and, where applicable, of a proxy in their name.
The company will compile a register containing the following information for each shareholder who has made known their wish to participate in the General Meeting:
- The name and address or registered office of the shareholder;
- The number of shares held by the shareholder on the record date and with which the shareholder has indicated that they wish to participate in the General Meeting;
- A description of the documents demonstrating that the shareholder was in possession of the shares on that record date.
All shareholders and proxy holders present at the Meeting must sign the attendance register.
Each shareholder has the right to ask questions of the directors in relation to their report or the agenda items, as long as the resultant disclosure of information or facts would not be detrimental to the commercial interests of the company or the duty of confidentiality by which the company or its statutory manager are bound.
Each shareholder has the same right to ask questions of the auditor in relation to the auditor's report, as long as the resultant disclosure of information or facts would not be detrimental to the commercial interests of the company or the duty of confidentiality by which the company, its statutory manager or the auditor are bound.
Where there are several questions on the same topic, the statutory manager and the auditor may give one answer.
The right to ask questions may be exercised:
- In writing, from the time that the convocation is published. These questions will be answered during the Meeting as long as the shareholder has complied with the formalities that must be met in order to be admitted to the Meeting. The questions may also be addressed to the company by electronic means using the address stated in the convocation. The questions must be received no later than the sixth day before the General Meeting.
- During the General Meeting
Double voting rights are granted to each KBC Ancora share that, in accordance with Article 27 of the Articles of Association and Article 7:53 of the Belgian Companies and Associations Code, has been registered in the register of registered shares in the name of the same shareholder for a period of at least two years without interruption.
The other shares are entitled to one vote. Dematerialised shares do not benefit from double voting rights. Unless explicitly stipulated otherwise in the Belgian Companies and Associations Code (Wetboek van vennootschappen en verenigingen/Code des societés et des associations) and/or in the Articles of Association, the General Meeting may pass valid resolutions regardless of the number of shares present or represented. Resolutions will be passed by the General Meeting by absolute majority of votes; abstentions will not be counted.
Resolutions to amend the Articles of Association, resolutions concerning distributions to shareholders and resolutions to dismiss the statutory manager will only take effect when and on the condition that the statutory manager has given its consent.