TESSENDERLO CHEMIE limited liability company 1050 Brussels, rue du Trône 130 Enterprise number Register of Legal Persons Brussels

Transcription

1 TESSENDERLO CHEMIE limited liability company 1050 Brussels, rue du Trône 130 Enterprise number Register of Legal Persons Brussels The board of directors has the honour to invite the shareholders to the ORDINARY GENERAL SHAREHOLDERS MEETING of Tessenderlo Chemie NV to be held on Tuesday June 4th h, 2013 at a.m. This general meeting will, irrespective of the number of shares represented, validly deliberate and decide on the agenda in section I. below. The meeting will take place at the following location: Diamond Conference Centre, Bd. A. Reyers 80, 1030 Brussels. I. AGENDA ORDINARY GENERAL MEETING 1. Examination of the statutory annual accounts and the consolidated annual accounts for the financial year closed on December 31st, 2012, of the annual reports of the board of directors and of the reports of the statutory auditor with respect to said annual accounts. 2. Approval of the statutory annual accounts for the financial year closed on December 31 st, 2012 and allocation of the result. The shareholders meeting approves the statutory annual accounts for the financial year closed on December 31 st, 2012, as well as the allocation of the result, as proposed by the board of directors. The shareholders meeting approves the proposal of the board to distribute a gross dividend of 1,33 EUR per share. 3. Corporate governance approval of the remuneration report. The shareholders meeting approves the remuneration report of the company regarding the financial year Discharge to the members of the board of directors and the statutory auditor. Proposed resolutions: a) By separate vote and in accordance with article 554 of the Belgian company code, the shareholders meeting gives discharge to the members of the board of directors for the execution of their mandate during the financial year ended on December 31st,

2 b) By separate vote and in accordance with article 554 of the Belgian company code, the shareholders meeting gives discharge to the statutory auditor for the execution of his mandate during the financial year ended on December 31 st, (Re)appointment of directors. Acknowledgement of the mandates of Mr Antoine Gendry, Mr Frank Coenen and Mr Valère Croes coming to an end. a) Reappointment of Mr Frank Coenen as executive director.. On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to reappoint Mr Frank Coenen as executive director, because of the professional skills of the latter as they are apparent from the below curriculum vitae, as well as because of the thorough understanding Mr Coenen acquired of the company s business in his position of CEO of the company. After a Chemical Engineering degree from the University of Ghent (Belgium), Frank Coenen obtained a post graduate Management degree from the University of Leuven (Belgium) and followed this with an advanced management programme degree from INSEAD in France. He began his career as a researcher and engineer before joining the chemical and pharmaceutical company UCB. For 20 years, Frank Coenen served with UCB in a variety of different senior management positions including as Director Asia Pacific based in Kuala Lumpur and Shanghai for his last five years. He joined Tessenderlo Group as Director Business Group Chemicals in In 2009 he became Chief Operating Officer of Tessenderlo Group and was appointed a member of the Board of Directors. He was nominated CEO of Tessenderlo Group on January 15, In addition, he is now President of the Belgian Chemical Federation Essenscia and Board Member of VKW Limburg and the European Petrochemical Association (EPCA). The shareholders meeting renews the mandate of Mr Frank Coenen as executive director for a period of four years. His mandate will end after the shareholders meeting approving the annual accounts for the financial year closed on December 31, b) Reappointment of Mr Antoine Gendry as non-executive director. On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to reappoint Mr Antoine Gendry as non-executive director, because of the professional skills of the latter as they are apparent from the below curriculum vitae, as well as because of the thorough understanding Mr Gendry acquired of the company s business since his original appointment as director in Antoine Gendry started his career in the French Ministry of Interior Affairs. He then spent four years at the Treasury Department. In 1984, he left the public sector to embark on a career in the industrial sector, where he held management positions within DMC (Dolfus Mieg & Cie) and then within the SCOA Group (a subsidiary of Paribas). He went on to join the Groupe Ciment Français, first as head of the Finance Department then as Deputy Managing Director ( ) before being made Chairman of the Group NORD EST. Since 2008, he is CEO of the SNPE Group. He is also director of Acofi SCA and of COE-Rexecode. 2

3 A former student of the French Ecole Nationale d'administration, Antoine Gendry graduated from Paris Institut d'etudes Politiques. The shareholders meeting renews the mandate of Mr Antoine Gendry as nonexecutive director for a period of four years. His mandate will end after the shareholders meeting approving the annual accounts for the financial year closed on December 31, c) Appointment of Ms Véronique Bolland as independent director.. On the basis of the advice of the appointment and remuneration committee, the board of directors recommends to appoint Ms Véronique Bolland as independent director, because of the professional skills of the latter as they are apparent from the below curriculum vitae. Véronique Bolland is a Senior finance executive with 20-years experience in various finance areas and industries and in multi-cultural environments. Véronique Bolland started her career at Ernst & Young as auditor. In 1996, she joined Mobistar, mobile telecommunication operator on the Belgian market, where she held the position of Financial Controller. She went on to join the Orange Group, a European telecommunication subsidiary of France Telecom, first as Director of CFO Programme Office and then as Director of the Sarbanes Oxley Programme. As of 2006, she is Finance Director EMEA at MWH Global, a US based environmental engineering company. Véronique Bolland holds a Master degree in Commercial Sciences, option International Relations - Hautes Etudes Commerciales de Liege (HEC) and a Master in Business Administration, option Finance Catholic University of Louvain-la-Neuve (IAG). She participated to various short term Management Programmes in US and UK Business Schools (LBS, HBS, ). Ms Véronique Bolland expressly stated and the board of directors is of the opinion that she complies with the independence criteria stipulated in article 526ter of the Belgian companies code. The shareholders meeting appoints Ms Véronique Bolland as independent director for a period of four years. Her mandate will end after the shareholders meeting approving the annual accounts for the financial year closed on December 31, Appointment of statutory auditor Acknowledgement of the mandate of KPMG Bedrijfsrevisoren CVBA/SCRL coming to an end. The shareholders meeting appoints PricewaterhouseCoopers Reviseurs d'entreprises/bedrijfsrevisoren with registered office at 1932 Sint-Stevens-Woluwe, Woluwedal 18 and administrative office at 2018 Antwerp, Generaal Lemanstraat 67, as statutory auditor for a period of three years. The mandate will expire after the Annual Shareholder s meeting approving the financial statements for the year PricewaterhouseCoopers Reviseurs d'entreprises/bedrijfsrevisoren is represented by Peter Van den Eynde BVBA/SPRL, with registered office at Gentstraat 65C, 9170 Sint-Gillis-Waas (Sint-Pauwels) represented by her permanent representative Mr Peter Van den Eynde. The annual remuneration of the statutory auditor for the 3

4 financial years 2013 through 2015 shall amount to EUR. This remuneration is adjusted annually based on the change in the health-index. 7. Approval of the US sub-plan relating to Warrant Plan The Warrant Plan 2012 of Tessenderlo Chemie NV, as amended and/or complemented by the Sub-plan United States, Modifications to Plan 2012 for Residents of the United States, constitutes the US sub-plan relating to Warrant Plan 2012 (the US Sub-plan ). For US law purposes and to the extent necessary, the general meeting explicitly approves the US Sub-plan. 8. Approval of Warrant Plan 2013 and approval of change of control clauses relating thereto. Proposed resolutions: a) The general meeting has been informed of the intention of the board of directors to issue, in 2013, warrants in the context of the authorized capital, which warrants will be granted to key employees of Tessenderlo Chemie NV. These warrants will be subject to the terms and conditions of the Warrant Plan 2013, the basic elements of which terms and conditions have been communicated to the general meeting and will be attached to the minutes. The members of the Group Management Committee are included in the group of potential beneficiaries. Taking into account the above, the general meeting approves the Warrant Plan b) In accordance with article 556 of the Belgian Companies Code, the general meeting approves (i) the anti-dilution clauses in favour of Participants of the Warrant Plan 2013, (ii) each other clause of the aforesaid plan conferring rights to third parties which can have an influence on the patrimonium of Tessenderlo Chemie NV, or can create a debt or obligation for it, when the exercise of these rights is dependent on the launching of a public takeover bid on the shares of Tessenderlo Chemie NV or on a change of control over Tessenderlo Chemie NV as well as (iii) each operation done in execution of such clause. The anti-dilution clauses grant, in essence, the right to any warrant holder to immediately exercise their warrants in the event of a public takeover bid on the Tessenderlo Chemie NV shares or any other form of change of control. Such early exercise would allow warrant holders to take part in the above-mentioned operations at the same conditions as existing shareholders. II. ADMISSION PROCEDURE: In order for shareholders to be admitted to the shareholders meetings and to be entitled to vote at the shareholders meetings, two conditions must be met: (1) the company must be able to determine, on the basis of the evidence submitted in accordance with the procedure described below, that you owned on Tuesday May 21 nd, 2013 at midnight (Belgian time) (the Record Date ) the number of shares for which you intend to participate in the shareholders meeting, and (2) you must explicitly confirm to the company by Wednesday May 29 th, 2013 that you wish to participate in this shareholders meeting. In order to meet these two conditions, shareholders are required to follow the below instructions: If you are a holder of registered shares: 4

5 You must be registered in the share register of the company on the Record Date, for the number of shares for which you want your shareholding to be established on the Record Date and for which you want to participate in the shareholders meeting. You must confirm to the company (for contact details, see section VI), at the latest by Wednesday May 29 th, 2013 that you wish to participate in the shareholders meeting. If you are a holder of printed bearer shares: You must physically deposit the number of shares for which you want your shareholding to be established on the Record Date and for which you want to participate in the shareholders meeting in a Belgian branch of Bank Degroof, Belfius Bank, BNP Paribas Fortis, ING or KBC Bank, at the latest on Tuesday May 21st, 2013, before the close of business at such branch. The holding of the shares on the Record Date will be established on the basis of a confirmation of the deposit sent to the company by the relevant bank. We draw your attention to the fact that, in accordance with the Belgian law on the abolition of bearer securities, the deposit of printed bearer shares with a financial institution by a shareholder in view of participating in shareholders meetings causes the automatic dematerialisation of his/her/its bearer shares and their registration in a dematerialised deposit account with said financial institution. It is no longer possible to return printed bearer shares to shareholders once those shares have been deposited. You must confirm to the company (for contact details, see section VI), at the latest by Wednesday May 29 th, 2013 that you wish to participate in the shareholders meeting. You may also instruct one of the above financial institutions at which you have deposited your bearer shares to confirm to the company your intention to participate in the meeting, together with the confirmation of deposit mentioned in the above bullet. If you are a holder of dematerialized shares: You must notify one of the financial institutions listed below of the number of shares for which you want your shareholding to be established on the Record Date and for which you want to participate in the shareholders meeting, at the latest by Tuesday May 21 nd, 2013 at midnight (Belgian time): Bank Degroof, Belfius Bank, BNP Paribas Fortis, ING and KBC Bank. The holding of the dematerialized shares on the Record Date will be established on the basis of a confirmation sent to the company by the above financial institutions. You must confirm to the company (for contact details, see section VI), at the latest by Wednesday May 29 th, 2013 that you wish to participate in the shareholders meeting. You may also instruct one of the above financial institutions to confirm to the company your intention to participate in the meeting, together with the confirmation mentioned in the above bullet. Holders of (registered) warrants and holders of (dematerialized) bonds must follow the instructions set forth above for holders of registered shares and holders of dematerialized shares respectively, in order to be allowed to participate to the general meeting (it being understood that regardless of the number of warrants or bonds with which you are registered, you are only allowed to participate to the meeting with advisory vote). III. PROXY VOTING The shareholders may be represented by a proxy holder at the shareholders meetings. Shareholders are invited to designate a proxy holder using the forms prepared by the company. The appointment of a proxy holder by a shareholder is made in writing or by electronic means and must be signed by the shareholder, as the case may be with an electronic signature in accordance with the applicable legal requirements. Proxy forms can be obtained at the company s registered office or on the company website (see section V). Signed proxies must reach the company by Wednesday May 29 th, 2013 at the latest (for contact details, see section VI). Shareholders who wish to be represented must, in any case, comply with the registration and confirmation procedure of section II. 5

6 IV. RIGHT TO ADD ITEMS TO THE AGENDA AND TO FILE RESOLUTION PROPOSALS RIGHT TO ASK QUESTIONS Shareholders who, alone or jointly, hold at least 3% of the share capital of the company, are entitled: 1) to add new items to the agenda of the shareholders meeting, and 2) to file resolution proposals in relation to existing or new agenda items of this meeting. Furthermore, all shareholders are entitled to provide written questions to the directors and the statutory auditor prior to the shareholders meeting or to orally ask questions at the shareholders meetings. Questions in writing must be submitted beforehand and will only be answered if the shareholder concerned has complied with the above registration and confirmation procedure. More information concerning the above rights and their exercise modalities can be found on the Tessenderlo Group website (see section V for exact address). The proposals to add items to the agenda and the proposals for resolutions must reach the company (for contact details, see section VI) at the latest on Monday May 13 th, 2013 at midnight (Belgian time). The company will publish a revised agenda by Friday May 17 th, 2013 at the latest if it has validly received within the above-mentioned period one or more requests to add new items or new proposed resolutions to the agenda. The questions in writing addressed to the directors/statutory auditor must reach the company (for contact details, see section VI) at the latest on Wednesday May 29 th, 2013 at midnight (Belgian time). V. AVAILABILITY OF DOCUMENTS All documents relating to this shareholders meeting which the law requires to make available, or which the company decides to make available, to shareholders will be accessible on the website of the company ( > Investors > Information for the shareholder > General meeting) as from Friday, May 3 rd, As from the same date, shareholders may inspect such documents on business days and during normal office hours, at the registered office of the company, rue du Trône 130, 1050 Brussels, and/or obtain at no cost copies of the same. Requests for copies (at no cost) may also be addressed to the company by mail or by electronic means (for contact details, see section VI). Shareholders or financial institutions acting for the account of shareholders are informed that on the website of the company, more practical guidance is provided regarding the formalities to be performed in accordance with the above admission procedure. VI. CONTACT DETAILS OF THE COMPANY Any communication of a shareholder to the company pursuant to this convening notice, should be addressed to Tessenderlo Chemie NV, attn. legal department, (i) by mail to rue du Trône 130, 1050 Brussels, (ii) by fax to +32 (0) , or (iii) by to GM- Admin@tessenderlo.com The board of directors 6