MELEXIS N.V.

MELE
Real-time Quote. Real-time  - 06/27 11:35:29 am
72.05EUR +3.08%

Melexis N : Invitation to the ordinary shareholders' meeting 2022

04/08/2022 | 03:59am

MELEXIS

Public limited liability company

Rozendaalstraat 12, 8900 Ieper (Belgium)

Register Legal Persons Ghent, division of Ieper 0435.604.729

(the "company")

Convocation to the annual shareholders' meeting

The board of directors of MELEXIS NV is honored to invite its shareholders to attend the annual shareholders'

meeting (the "Meeting") that will be held on Tuesday May 10th, 2022 at 11h00 am at Melexis Technologies NV, Transportstraat 1, 3980 Tessenderlo, Belgium.

Shareholders are strongly encouraged to attend the Meeting virtually. Shareholders who wish to attend the Meeting virtually are asked to provide their votes through a power of attorney before the Meeting.

ANNUAL SHAREHOLDERS' MEETING AGENDA

  • 1. Acknowledgement and explanation of the annual report of the board of directors regarding the statutory annual accounts for the financial year ended on December 31st, 2021, with explanation of the remuneration report that is included in the corporate governance statement.

    Explanatory statement: Pursuant to Articles 3:5 and 3:6 of the Belgian Code on Companies and Associations (the "BCCA"), the directors have drafted an annual report in which they account for their management. This agenda item does not require a resolution of the shareholders.

  • 2. Acknowledgement and explanation of the statutory auditor's report regarding the statutory annual

  • accounts for the financial year ended on December 31st, 2021.

    Explanatory statement: Pursuant to Articles 3:74 and 3:75 of the BCCA, the statutory auditor has drafted a detailed report. This agenda item does not require a resolution of the shareholders.

  • 3. Acknowledgement and explanation of the consolidated annual accounts, the report of the board of directors and the statutory auditor's report with regard to the consolidated annual accounts for the financial year ended on December 31st, 2021.

    Explanatory statement: The board of directors submits the consolidated annual accounts for discussion. Pursuant to Article 3:32 of the BCCA, the directors have drafted a report on the consolidated annual accounts. Pursuant to Article 3:80 of the BCCA, the statutory auditor has drafted a detailed report on the consolidated annual accounts. This agenda item does not require a resolution of the shareholders.

  • 4. Approval of the statutory annual accounts and other documents to be deposited in accordance with the BCCA for the financial year ended on December 31st, 2021, with allocation of the financial result.

    Proposed resolution: Subsequent to the acknowledgement and discussion of the reports of the board of directors and the statutory auditor and to the discussion of the statutory annual accounts and other

documents to be deposited in accordance with the BCCA, and the consolidated annual accounts for the financial year ended on December 31st, 2021, the statutory annual accounts for the financial year ended on December 31st, 2021, are approved.

The ordinary result amounts to EUR 3,774,141. Including the result carried forward from the financial year ended on December 31st, 2020, the total result to be appropriated for the financial year ended on December 31st, 2021, amounts to EUR 831,979,238. The shareholders' meeting approves that this result be allocated as determined in the annual accounts closed on December 31st, 2021, as follows:

- - -

Withdrawals from reserves EUR (3,837,828) Result to be carried forward: EUR 730,777,066 Gross dividend: EUR 105,040,000 (*)

(*) On a per share basis this represents a gross dividend for 2021 of EUR 2.60. On January 28th, 2022, the board of directors decided to propose to the annual shareholders' meeting to pay out over the result of 2021 a total dividend of 2.60 EUR gross per share. This amount contains an interim dividend of 1.30 EUR per share which was paid in October 2021 and a final dividend of 1.30 EUR per share which will be payable after approval of the annual shareholders' meeting. The Melexis shares will start trading ex coupon on May 11th, 2022 (opening of the market). The record date is May 12th, 2022 (closing of the

  • market) and the dividend will be payable as from May 13th, 2022.

  • 5. Approval of the remuneration report regarding the financial year ended on December 31st, 2021.

    Proposed resolution: The shareholders' meeting approves the remuneration report regarding the financial year ended on December 31st, 2021.

  • 6. Discharge from liability to the directors.

    Proposed resolution: The directors and their permanent representatives are, by separate vote for each director, discharged from liability for their mandate executed during the financial year ended on December 31st, 2021.

  • 7. Discharge from liability to the statutory auditor.

    Proposed resolution: The statutory auditor is discharged from liability for its mandate executed during the financial year ended on December 31st, 2021.

  • 8. Re-appointment of director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Françoise Chombar as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

    The director waives any remuneration for this mandate.

  • 9. Re-appointment of director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Mr. Roland Duchâtelet as director for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

    The director waives any remuneration for this mandate.

  • 10. Re-appointment of independent director and determination of their remuneration.

    Proposed resolution: The meeting decides to proceed to the re-appointment of Ms. Martine Baelmans as independent director, in accordance with Article 7:87 of the BCCA and provision 4 of the Belgian

Corporate Governance Code 2020, for a period of four years, with effect as from today and ending immediately after the annual shareholders' meeting that will decide on the annual accounts of the financial year ended on December 31st, 2025.

The director will receive an annual gross remuneration of EUR 20,000.00 for this mandate.

11. Determination of the statutory auditor's remuneration.

Proposed resolution: The statutory auditor's fee of fiscal year 2021 amounts to EUR 88,735.00 (plus VAT, out-of-pocket expenses and the IRE/IBR fee) and is subject to annual adjustment based on the consumer price index or as agreed between the parties.

FORMALITIES

  • I. Conditions of admission

    In order to be admitted and to exercise their voting rights on the Meeting, the shareholders of the company must comply with Article 7:134, §2 of the BCCA and the articles of association of the company, and fulfill the following two conditions:

    1. Registration

    The company has to be able to determine whether on April 26th, 2022 at 24h00 CET ("Registration

    Date"), a shareholder was in the possession of the number of shares with which the shareholder wishes to attend the Meeting:

    - by registration in the company's register of registered shares, or

    - by registration in the accounts of a certified account holder or relevant settlement institution for dematerialized shares.

    2. Confirmation of attendance

    The shareholders whose shares are registered at the Registration Date, also have to notify the company no later than May 4th, 2022 at 17h00 CET ("Notification Date") that they wish to attend the Meeting and whether they want to do so in person or virtually, as follows:

    - the owners of registered shares must complete the attendance form attached to their individual convocation and must provide this form to the company no later than the Notification Date;

    -the owners of dematerialized shares must request their financial institution to inform Belfius Bank Belgium of their intention to attend the Meeting (via e-mail to vergad-assem@belfius.be), immediately and no later than the Notification Date mentioned below, confirming the total number of dematerialized shares registered in their name in their account on the Registration Date, with which the shareholders wish to attend to the annual meeting.

    Only persons who are shareholders of the company on the Registration Date and who have confirmed their attendance at the Meeting no later than the Notification Date, are entitled to attend, speak and vote at the Meeting.

  • II. Virtual meeting attendance

    Details on how to attend the Meeting virtually will be provided on the website of the company(www.melexis.com/en/investors).

    If a shareholder wishes to attend the Meeting virtually, the company can request additional information such as a valid e-mail address, securities account and mobile phone number for authentication purposes.

Shareholders attending the Meeting virtually are asked to provide their votes through a power of attorney before the Meeting. To avoid complexity and ensure a smooth and efficient virtual meeting, there will be no functionality to vote electronically during the Meeting.

  • III. The right to add items to the agenda and to file resolution proposals

    Shareholders who alone or together with other shareholders hold at least 3% of the share capital of the company, have the right to put additional items on the agenda of the Meeting and to table draft resolutions in relation to items that have been or are to be included in the agenda. Shareholders wishing to exercise this right, will have to deliver a notification to the company according to section VI below no later than April 18th, 2022 at 17h00 CET. The company will confirm the receipt of such written notifications within 48 hours and will publish a revised agenda no later than April 25th, 2022. More information about the aforementioned rights and their execution can be found on the website of the company mentioned in section VI below.

  • IV. The right to ask questions

    Each shareholder has the right to ask questions to the directors and/or the auditor prior to the Meeting. Questions can be asked during the Meeting or can be submitted in writing prior to the Meeting. Written questions must be delivered by notification according to section VI below by no later than May 4th, 2022 at 17h00 CET. More information about the aforementioned right and its execution can be found on the website of the company mentioned in section VI below.

  • V. Power of attorney

    Shareholders who do not wish to attend the Meeting, as well as shareholders who wish to attend the Meeting virtually, shall give a written power of attorney to be represented at the Meeting. A shareholder can only appoint one person as its representative. The shareholders who wish to be represented by means of a power of attorney, are requested to use the form therefore prepared by the board of directors and made available as mentioned in section VI below. The originally signed power of attorneys must reach the company by post at its registered office or the address mentioned in section VI below by no later than May 4th, 2022 at 17h00 CET. In addition, the form may also be provided to the company, within the same timing, by e-mail under the condition that such notification is signed electronically in accordance with the applicable Belgian law. The shareholders are requested to follow the instructions mentioned on the power of attorney form to be validly represented at the general meeting. Every appointment of a holder of a power of attorney has to occur according to the applicable Belgian law, in particular with regard to conflicts of interests and the keeping of a register.

  • VI. Notification and information

    In order to be admitted to the Meeting, proxy holders must be able to prove their identity by means of a valid ID card or passport. Representatives of legal entities must provide recent copies of documents establishing their identity and their powers to represent such entities.

    All notifications to the company in the framework of this convocation have to be addressed to:

Melexis NV

Investor Relations Attn. Ms. Valerie Kerfs c/o Transportstraat 1 3980 Tessenderlo Belgium

E-mail: investor@melexis.com

All required documents and additional information for purposes of the Meeting are available for the shareholders on the address mentioned in this paragraph VI or the following website: https://www.melexis.com/en/investors/share-information/shareholders-meetings

VII.

Data protection

The company refers to its "General policy on data processing and protection", available on its website https://www.melexis.com/en/legal/privacy-policy.For further questions or comments regarding this data to exercise or your rights as a data subject, please contact us at privacy@melexis.com.

The board of directors

Disclaimer

Melexis NV published this content on 06 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 April 2022 07:58:04 UTC.

© Publicnow 2022
Copier lien
All news about MELEXIS N.V.
05/11
04/27
04/27
04/27
04/27