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Financière de Tubize SA Convening of the ordinary and extraordinary meetings of shareholders of 24 April 2019

Nachrichtenquelle: GlobeNewswire
20.03.2019, 08:00  |  190   |   |   

Financière de Tubize SA/NV
Allée de la Recherche 60
1070 Brussels
BE 0403.216.429         
www.financiere-tubize.be

CONVENING OF THE ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS OF 24 APRIL 2019

The shareholders are invited to attend the ordinary and extraordinary general meetings, which will take place on Wednesday 24 April 2019 at respectively 11:00AM and 12:00AM in the EEBIC business center located in 1070 Brussels (Anderlecht), Allée de la Recherche 12 (Metro: Erasme - Erasme public parking nearby).

Agenda of the ordinary general meeting oF 24 april 2019

  1. Report of the board of directors on the financial year ended 31 December 2018

     Commentary: the board report discusses all the items referred to in article 96 of the Company code.

  1. Remunerations report on the financial year ended 31 December 2018

     Proposed decision: approve the remunerations report on the financial year ended 31 December 2018.

  1. Statutory auditor's report on the annual accounts as at 31 December 2018

     Commentary: this report has been prepared in accordance with the articles 143 and 144 of the Company code.

  1. Annual accounts as at 31 December 2018 - Result appropriation

     Proposed decision: approve the annual accounts as at 31 December 2018, including the distribution of a gross dividend of € 0,56 per share.

  1. EU-IFRS financial statements as at 31 December 2018

     Commentary: to provide a useful and complete set of information to the market, the Company prepares, in addition to the annul accounts in accordance with the Company code and Belgian accounting law (BE GAAP), financial statements in accordance with international financial reporting standards as adopted by the European Union (EU-IFRS), with equity accounting of UCB.  These financial statements and the statutory auditor's report thereon are communicated to the general meeting and published on the Company's website.

  1. Discharge of the directors for the financial year ended 31 December 2018

     Proposed decision: by special vote, discharge each of the directors for the execution of their respective mandate during the financial year ended 31 December 2018

  1. Discharge of the statutory auditor for the financial year ended 31 December 2018

     Proposed decision: discharge the statutory auditor for the execution of his mandate during the financial year ended 31 December 2018

  1. Board of Directors - Renewal - Appointment

     Comment: The term of several directors expires

  1. Proposed decision: renew the term of office of Evelyn du Monceau for a period of four years ending at the end of the ordinary general meeting to be held in 2023.
  2. Proposed decision: renew the term of office of Charles Antoine Janssen for a period of four years ending at the end of the ordinary general meeting to be held in 2023.
  3. Proposed decision: renew the term of office of director of Cyril Janssen for a period of four years ending at the end of the ordinary general meeting to be held in 2023.
  4. Proposed decision: approve the appointment of AVO Management BVBA, duly represented by its permanent representative, Mrs. Annick van Overstraeten as a director for a period of four years ending at the end of the ordinary general meeting to be held in 2023
  5. Proposed decision: Confirm that AVO Management BVBA is appointed as independent director, the company and its permanent representative both responding to the independence criteria laid down in article 526ter of the Company code.

Agenda of the extraordinary general meeting of 24 April 2019

  1. Amendment of the Articles of Association: Renewal of the authorisation given to the board of directors to purchase and dispose of own shares

     Proposed decision: replace article 10, paragraphs 7 and 8, by the following text:

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