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Eckert & Ziegler BEBIG: Convening Notice of the Extraordinary General Meeting of Shareholders
CONVENING NOTICE OF THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Eckert & Ziegler BEBIG
Limited Liability Company offering its securities to the public
Industrial Zone C, 7180 Seneffe
VAT BE 457.288.682
Register of Legal Entities Hainaut - Division Charleroi
The shareholders of the Company are invited to attend the extraordinary general meeting of shareholders scheduled to take place at the office of the notary Berquin Notaires, located Avenue Lloyd George 11, 1000 Brussels, on Friday 21 December at 10:00 am.
Agenda of the extraordinary general meeting:
- Amendment of the accounting year and the date of the annual general meeting - As a result, amendment of articles 26 and 35 of the articles of association - Transitional provisions regarding the current accounting year and the next annual general meeting.
Resolution proposal: approval of the amendment of (i) the accounting year to make it start on 1st July and end on 30 June of the following year and of (ii) the date of the annual general meeting, which will take place on the second Thursday of the month of December at 11:30 am and the approval of the transitional provisions so that the current accounting year, which has started on 1st January 2018 will end on 30 June 2019 and the annual general meeting on the annual accounts as per 30 June 2019 will take place in 2019.
- Acknowledgment by the shareholders of the following documents, of which they can get a free copy:
- The joint terms of merger related to the cross-border merger by absorption between the German public limited liability company (Aktiengesellschaft) "Eckert & Ziegler Strahlen und Medizintechnik", having its registered office at 13125 Berlin (Germany), Robert-Rössle-Strasse 10, and registered with the Commercial Register of the District Court of Berlin-Charlottenburg (Handelsregister in Berlin Charlottenburg) under the number HRB 64997 B, the "Absorbing Company", and the Limited Liability Company offering or having offered its securities to the public "Eckert & Ziegler BEBIG", having its registered office at Zone Industrielle C SN, 7180 Seneffe, Belgium, and registered with the Crossroads Enterprise Database (Banque-Carrefour des Entreprises) (RLE Hainaut, division Charleroi) under number 0457.288.682, the "Company" or the "Absorbed Company" (the "Merger"); the joint terms of merger has been prepared by the management board of the Absorbing Company and the board of directors of the Absorbed Company in accordance with article 772/6 of the Belgian companies Code and the Section 122c of the German transformation act, Umwandlungsgesetz (the "UmwG" of the "Tranformation Act");
- The special written report of the board of directors of the Absorbed Company in accordance with article 772/8 of the Belgian companies Code regarding the Merger ; and,
- The written report of the statutory auditor of the Absorbed Company in accordance with article 772/9 of the Belgian companies Code.
- Communication regarding any substantial modification of the assets and liabilities of the merging companies between the date of the joint terms of merger and the date of the Merger.
- Approval of the Merger by absorption by the Absorbing Company, of all the assets and liabilities of the Absorbed Company, without exception or reserve, in accordance with the joint terms of merger and the articles 671 and 772/1 of the Belgian companies Code and Sections 122a et seq. of the UmwG, with effect on the day on which the commercial register of the district court, i.e. the Handelsregister Berlin-Charlottenburg, will enter the merger into the commercial register of the Absorbing Company (the "Legal Effective Date").
Resolution proposal: approval (i) of the joint terms of merger, (ii) of the Merger, in accordance with the joint terms of merger and the articles 671 and 772/1 of the Belgian companies Code and Sections 122a et seq. of the UmwG, with effect on the Legal Effective Date, and (iii) the dissolution without liquidation of the Absorbed Company with effect on the Legal Effective Date.
- Delisting following the Merger.
Resolution proposal: approval of the delisting of the securities of the Company from Euronext Brussels, subject to the completion of the Merger and effective as from the Legal Effective Date.
- Powers of attorney for the formalities.
Resolution proposal: approval of the powers of attorney to:
- the board of directors to implement the resolutions adopted;
- any associate of Berquin Notaires, for this purpose electing domicile at the address of the civil company in the form of a limited liability cooperative company "Berquin Notaires", at 1000 Brussels, Avenue Lloyd George 11, all powers to draft the text of the coordination of the articles of association of the Company, to sign it and to file it at the clerk's office of the competent company court, in accordance with the relevant legal provisions; and
- Anne Tilleux, Alexandre Pasdermadjian, Gauthier Davignon as well as to any other lawyer of the Laga firm, whose office is located at 1150 Brussels (Belgium), boulevard of Woluwe 2, each acting separately, with the right of substitution, in order to carry out all formalities relating to the decisions taken by the general meeting of shareholders, including the formalities with an enterprise locket, in order to ensure the registration/modification of data in the Crossroads Bank for Enterprises and, where applicable, with the Value Added Tax Administration.
RIGHTS OF THE SHAREHOLDERS
A. Right to submit proposals to add items to the agenda or resolutions
Shareholders holding alone or jointly more than 3% of the Company's capital have the right to submit proposals for items to be added to the agenda and for resolutions to be adopted by the general meeting. Shareholders that wish to do so must meet the following requirements:
1. They must prove that they hold the required percentage of shares, as mentioned above, on the date of submission of the proposal (i.e. a certificate attesting to recordation of the shares in the Company's shareholders' register or a certificate prepared by an account holder or settlement institution indicating deposit of the shares); and
2. They must hold more than 3% of the Company's capital on the record date (i.e. 7 December 2018 at 24:00).
The shareholders should submit their proposals, along with proof of title to the requisite shareholding, to email@example.com or by post to the Company's registered office. These documents must be received no later than 29 November 2018.
The Company will acknowledge receipt of the proposal within 48 hours. If the Company receives additional items and/or proposed resolutions, an updated agenda for the concerned general meeting will be published no later than 6 December 2018 on the Company's website, in the Belgian State Gazette and in the press.
The ad hoc proxy form and the form used to vote by correspondence, along with proposals for new agenda items and resolutions, will be posted on the Company's website, at the same time as publication of the same, i.e. no later than 6 December 2018.
Proxies submitted to the Company prior to publication of the updated agenda remain valid for items previously included on the agenda. As an exception to the foregoing, for items already included on the agenda but for which a new proposed resolution is filed in accordance with Article 533ter of the Company Code, the proxy holder may derogate, at the general meeting, from any possible instructions given by the principal if the execution of these instructions could jeopardize the principal's interests. In this case, the proxy holder must inform the principal accordingly. The proxy must indicate if the proxy holder is authorized to vote on new items on the agenda or must abstain from voting.
The concerned general meeting will examine the new proposals for agenda items and resolutions submitted by one or more shareholders if the latter meet the admission requirements to participate in the meeting.
B. Right to ask questions
Each shareholder is entitled to submit questions in writing to the board of directors or the auditor prior to the general meeting. Shareholders can submit their questions by e-mail to firstname.lastname@example.org or by post to the Company's registered office. The questions must be received by the Company no later than 15 December 2018. Questions will be answered during the concerned general meeting if the shareholder in question has complied with all formalities to be allowed to attend the concerned general meeting, as explained below.
Pursuant to Article 536 §2 of the Company Code, only shareholders who meet the two following conditions will be authorized to participate in and vote at the general meeting:
1. The Company must be able to determine, based on the proof submitted pursuant to the procedure described below, that the shareholder holds on 7 December 2018, at 24.00 (CET) (the "Record Date"), the number of shares which that shareholder intends to vote at the general meeting; and
2. The shareholder must expressly confirm no later than 15 December 2018 his or her intention to participate in the general meeting.
The registration procedure is as follows:
- Holders of registered shares or registered certificates: no particular actions need to be taken.
- Holders of dematerialized shares: the shares to be voted at the general meeting must be deposited with an accredited account holder or settlement institution.
Only shareholders of the Company on the Record Date will be authorized to participate in and vote at the general meeting.
B. Confirmation of participation
In addition, shareholders who wish to participate in the general meeting must notify their intention to attend no later than 15 December 2018 as follows:
- Holders of registered shares or registered certificates: the board of directors must be informed in writing no later than 15 December 2018; the notice can be sent by e-mail to email@example.com or by post to the Company's registered office;
- Holders of dematerialized shares: (i) must inform the board of directors in writing no later than 15 December 2018 of their intention to attend (the notice can be sent by e-mail to firstname.lastname@example.org or by post to the Company's registered office) and (ii) must submit to the Company's registered office by 15 December 2018 a certificate issued by the authorised account holder or settlement institution indicating the number of shares the shareholder wishes to vote at the general meeting and the number of dematerialized shares recorded in his or her name as of 7 December 2018, at 24.00 (CET).
Pursuant to Article 27 of the Company's articles of association, every shareholder can be represented at the general meeting by a third party, who don't need to be a shareholder. Unless the Company Code provides otherwise, a shareholder may only appoint one proxy for any given general meeting of shareholders.
The proxy holder must be appointed using the form prepared by the Company to this end. The original proxy should be received by the Company no later than 15 December 2018. It can be sent by post to the Company's registered office or by e-mail to email@example.com. In the latter case, the form must have an electronic signature that meets the applicable Belgian statutory requirements. The proxy form is available for download on the Company's website or can be requested at firstname.lastname@example.org. Shareholders and proxy holders are requested to follow the instructions on the proxy form in order to ensure valid representation at the general meeting.
All proxy appointments must comply with the requirements of Belgian law, including the provisions on conflicts of interest and record keeping. Shareholders who wish to be represented by a proxy must also fulfil the formalities to attend and vote at the meeting, as set forth above.
VOTING BY CORRESPONDENCE
Pursuant to Article 32 of the Company's articles of association, each shareholder is entitled to vote by correspondence prior to the meeting, using the form prepared for this purpose by the board of directors. This form is available for download on the Company's website and should be received by the Company no later than 15 December 2018. It can be submitted by e-mail to email@example.com or sent by post to the Company's registered office. Shareholders who wish to vote by correspondence must also fulfil the formalities to attend and vote at the meeting, as set forth above.
Pursuant to Articles 533bis §2 and 772/10 of the Company Code, as from the publication date of the notice (i.e. 21 November 2018) until the end of the general meeting, all documents that must be made available by law to the shareholders will be posted on the Company's website, www.bebig.com. For the duration of this same period, these documents will be made available to shareholders at the Company's registered office.
Every shareholder is entitled to receive, further to submission of proof of title in accordance with Article 535 of the Company Code, a copy free of charge of (i) the joint terms of merger, (ii) the special report of the board of directors of BEBIG, (iii) the report of the auditor of BEBIG on the joint terms of merger, (iv) the report of the independent directors' committee of BEBIG, (v) the fairness opinion prepared by the independent expert appointed by the independent directors' committee of BEBIG, (vi) the agendas for the meeting and the proposed resolutions or, if no resolutions need be passed, the comments of the board of directors on the items on the agendas, and (vi) the proxy form, (vii) the annual accounts, management report and auditor report of the past 3 financial years of the merging companies and (viii) the interim financial statements.
Together with the present notice, registered shareholders as well as the Company's directors and auditors shall be provided with the reports mentioned on the agendas, along with a description of the Company's capital on the date of the notice and the standard proxy form and form to vote by correspondence.
THE BOARD OF DIRECTORS