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Eckert & Ziegler BEBIG :NOTICE OF THE ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

Eckert & Ziegler BEBIG SA

Industrial Zone C, 7180 Seneffe

VAT 457.288.682 - (Charleroi) Register of Legal Entities 0457.288.682

www.bebig.com

(the "Company")

NOTICE OF THE

ANNUAL GENERAL MEETING AND THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

 

The shareholders of the Company are invited to attend the annual general meeting of shareholders scheduled to take place at the Company's registered office on Thursday, 9 June 2016 at 11:30 am. The annual general meeting will immediately be followed by an extraordinary general meeting.

 

Agenda of the annual general meeting:

 

  1. Acknowledgement and examination of the statutory and consolidated financial statements for the financial year which closed on 31 December 2015.
     
  2. Acknowledgement and examination of the statutory and consolidated reports of the board of directors for the financial year which closed on 31 December 2015.
     
  3. Acknowledgement and examination of the statutory and consolidated audit reports prepared by the Company's auditor for the financial year which closed on 31 December 2015.
     
  4. Approval of the remuneration report for the financial year which closed on 31 December 2015.

Proposed resolution:

"The general meeting approves the Company's remuneration report for the financial year which closed on 31 December 2015."

  1. Approval of the financial statements of the Company for the financial year which closed on 31 December 2015.

Proposed resolution:

 "The general meeting approves the financial statements of the Company for the financial year which closed on 31 December 2015."

  1. Allocation of results

Proposed resolution:

"The financial year closed with a profit of EUR 3,877,843.72 and a loss of EUR 27,282,055.00 was carried forward to the current financial year, meaning the net loss to be allocated is currently EUR 23,404,211.28. It is proposed to carry forward this loss of EUR 23,404,211.28 to the next financial year."

  1. Discharge of the directors and the auditor.

Proposed resolution:

 "The general meeting resolves, by individual vote, to grant discharge to each director and to the auditor for the exercise of their official duties during the financial year which closed on 31 December 2015."

  1. Appointment of directors

Proposed resolution:

"The general meeting duly notes that the office of the following directors will end immediately after this meeting: (i) Martin Hölscher, (ii) Edgar Löffler. The general meeting resolves to appoint Dr. Harald Hasselmann, residing at Kadettenweg 42, 12205 Berlin (Germany), as executive director, in replacement of Dr Edgar Löffler, for a term of four years ending immediately after the annual general meeting to be held on 2020. The general meeting also resolves to appoint Univ.-Prof. Dr. med. Lutz Uharek, residing at Hochbaumstrasse 52a, 14167 Berlin (Germany), as independent director of the Company, in replacement of Mr Martin Hölscher for a term of four years, ending immediately after the annual general meeting to be held on 2020. Their office is remunerated. The general meeting sets the number of directors at 6."

  1. Powers of attorney

Proposed resolution:

"The general meeting resolves to grant the authority to each director as well as to any lawyer from the law firm of NautaDutilh, with offices at Terhulpsesteenweg 120, 1000 Brussels, each acting individually and with the power to delegate his or her authority, to fulfil all necessary or useful formalities with respect to the aforementioned decisions of the Company, including the signing and filing of the application to amend the Company's registration with the Crossroads Enterprise Database, the filing of all documents with the competent clerk's office and the execution of the necessary formalities to ensure publication of the Company's resolutions in the Annexes to the Belgian State Gazette. For these purposes, the representatives can, in the name of the Company, make all declarations, sign all documents and, in general, do whatever is necessary."

 

Agenda of the extraordinary general meeting:

 

  1. Capital increase by way of a contribution in cash

             

            1.1 Acknowledgement and examination of the reports with respect to the cancellation of the preferential right of the shareholders:

            a) special report of the board of directors drafted pursuant Articles 596 and 598 of the Company Code;

            b) auditor's report drafted pursuant Articles 596 et 598 of the Company Code.

             

            1.2 Cancellation, in accordance with the social interest of the Company and Articles 596 et 598 of the Company Code, of the preferential right of the shareholders to the benefit of a determined person, i.e. Eckert & Ziegler AG.

            Proposed resolution:

            "The general meeting resolves in the context of the capital increase by way of a contribution in cash to cancel, in accordance with the social interest of the Company and Articles 596 and 598 of the Company Code, the preferential right of the existing shareholders to the benefit of a determined person, i.e. Eckert & Ziegler AG, with registered office located at Robert-Rössle-Str.10, D-13125 Berlin, Germany, with enterprise number Reg.-Nr. HRB 64997 B, Amtsgericht Charlottenburg". 

             

            1.3 Capital increase through a cash contribution in the amount of EUR 5,056,168.48, of which 1,495,397.38 shall be booked as share premium and EUR 3,560,771.10 shall be allocated to the share capital to bring it from EUR 10,879,026.72 to EUR 14,439,797.82, with the issuance of, 5,745,646 new shares which shall be of the same kind and which shall, as of the date of their issuance, benefit from the same rights and privileges as the existing shares.

            Proposed resolution:

            "The general meeting resolves to increase the share capital through a cash contribution in the amount of EUR 5,056,168.48, of which EUR 1,495,397.38 shall be booked as share premium and EUR 3,560,771.10 shall be allocated to the share capital to bring it from EUR 10,879,026.72 to EUR 14,439,797.82 with the issuance of 5,745,646 new shares which shall be of the same kind and which shall, as of the date of their issuance benefit from the same rights and privileges as the existing shares. The issue price per new share amounts to EUR 0.88 (i.e. EUR 0.619734 as par value and EUR 0.260266 as share premium). The new shares shall immediately be subscribed by way of a contribution in cash and shall entirely be paid-up".

             

            1.4 Subscription to the capital increase by way of a contribution in cash and to the new shares by Eckert & Ziegler EZAG AG.

             

            1.5 Acknowledgement that the capital increase has been effected.

             

            1.6 Booking of the share premium under the non-distributable heading entitled "Share Premium"

            Proposed resolution:

            "The general meeting resolves that the difference between the total amount of subscription and the amount of the capital increase, i.e. an amount of EUR 1,495,397.38, shall be booked under the non-distributable heading entitled "Share Premium".

             

            1.7 Amendment of article 5 of the articles of association, to reflect the decision regarding the capital increase.

            Proposed resolution:

            "The general meeting resolves to replace the first paragraph of article 5 of the article of association by the following wording:

            The subscribed capital amounts to EUR 14,439,797.82, represented by 23,300,000 shares with no par value, each representing one/23,300,000th of the share capital".

  1. Reverse stock split in accordance with Article 478 of the Company Code

2.1 Acknowledgment and examination of the report of the board of directors, prepared in accordance with article 560 of the Belgian Company Code regarding the modification of the rights of a category of securities.

      2.2 Consolidation of the existing shares (including the new shares issued following the capital increase under item 1) and beneficiary shares in the Company, whereby ten (10) existing shares/beneficiary shares entitle the holder to one (1) new share/beneficiary share in the Company, authorisation of the board of directors to execute the reverse stock split.   

      Proposed resolution:

      "The general meeting resolves to consolidate the existing shares (including the new shares issued following the capital increase under item 1) and the beneficiary shares A and B, in accordance with Article 478 of the Company Code, at a ratio of ten (10) existing shares/beneficiary shares in the company into one (1) new share/beneficiary share in the company, subject to the modalities and starting from the date determined by the board of directors of the company (the "Share Consolidation Date"). As from the Share Consolidation Date, the capital will be represented by shares, bearing no nominal value, each representing an equal portion of the capital. Alongside the shares, there will be fractions which if united in sufficient number, confer the same rights as a share.

      The general meeting resolves to grant the board of directors of the company, with the power to delegate his or her authority, a mandate to determine the Share Consolidation Date, as well as all the other conditions and modalities relating to the reverse stock split, in particular but not limited to determining the execution modalities, making the required entries into the share register and the register of holders of beneficiary shares, the coordination and implementation of the reverse stock split with Euroclear, the FSMA and Euronext Brussels, executing the notary deed recording the amendment to article 5 of the articles of association, and, in general, to take any necessary or useful action to accomplish this mandate and to sign all deeds, minutes, notifications, instruments, certificates, requests, mandates and other documents that relate hereto.

      The general meeting resolves that, if any of the shareholders does not hold a number of shares corresponding to a multiple of ten at the Share Consolidation Date, the number of shares held by that shareholder shall be rounded down to the lower whole number and the latter shall be allocated, within a reasonable period after the Share Consolidation Date to be determined by the board of directors, the corresponding value of the fraction of shares in his/her/its possession as a result of the reverse stock split equal to the average trading price of the 30 days prior the Share Consolidation Date".

      3.      Authorised capital

             

            3.1 Acknowledgment and examination of the special report of the board of directors prepared in accordance with Article 604 of the Company Code with respect to the renewal of the authorisation granted to the board of directors to increase the capital within the limits of the authorised capital.

            3.2 Discussion and approval of the renewal of the authorisation of the board of directors to increase the capital within the limits of the authorised capital and approval of a new article 5bis of the articles of association.

            Proposed resolution:

            "The general meeting resolves to renew the authorisation of the board of directors to increase the capital within the limits of the authorised capital. The general meeting resolves to amend article 5bis of the articles of association as follows:

            The board of directors is authorised for a period of five years as from publication of the decision of the extraordinary general meeting of 9 June 2016:

            - to increase the subscribed share capital, on one or more occasions, during a renewable five-year period, up to the amount of that subscribed capital, namely fourteen million four hundred thirty nine thousand seven hundred ninety seven Euro and eighty two Cents (EUR 14,439,797,82), by means of both contributions in cash or in kind and by the incorporation of reserves, with or without the issuance of new securities, with or without voting rights, by means of a public offer or private placement;

            - to issue, within the limits of the authorised capital, convertible bonds or subscription rights;

            - to restrict or cancel, in the company's interest, the shareholders' preferential right in the event of a capital increase as the result of a contribution of cash or the issuance of convertible bonds or subscription rights, within the limits of the authorised capital, including in favour of one or more determined persons.

            The board of directors shall determine the dates, conditions and formalities for such increases, notably the possibility of an issue premium. In the latter case, the amount of this premium, after the deduction of potential costs, shall be allocated to a special reserve known as the "share premiums" reserve which will constitute, like the company's capital, a guarantee to third parties and which cannot, without prejudice to the possibility of its incorporation into the company's capital by the board of directors, be reduced or cancelled, except pursuant to a decision of the general meeting at which the quorum and majority required to reduce the capital or amend the articles are met.

            The board of directors is also authorised, for a period of three years as from the publication date of the decision of the extraordinary general meeting of 9 June 2016, to proceed, in the event of a takeover bid, with capital increases in cash or in kind at the conditions set forth in this article and those provided in Article 604 of the Company Code, by restricting or cancelling, as the case may be, the preferential right of shareholders."

  1. Power of attorney granted to the notary for the consolidation of the articles of association.

            Proposed resolution:

            "The general meeting resolves to grant the authority to the acting notary, with the power to delegate his power, to proceed with the consolidation of the articles of association".

             

  1. Power of attorney for the administrative formalities.

            Proposed resolution:

"The general meeting resolves to grant the authority to each director as well as to any lawyer from the law firm of NautaDutilh, with offices at Terhulpsesteenweg 120, 1000 Brussels, each acting individually and with the power to delegate his or her authority, to fulfil all necessary or useful formalities with respect to the aforementioned decisions of the Company, including the signing and filing of the application to amend the Company's registration with the Crossroads Enterprise Database, the filing of all documents with the competent clerk's office and the execution of the necessary formalities to ensure publication of the Company's resolutions in the Annexes to the Belgian State Gazette. For these purposes, the representatives can, in the name of the Company, make all declarations, sign all documents and, in general, do whatever is necessary".

 

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 meetings. 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. 26 May 2016 at 24:00).

 

The shareholders should submit their proposals, along with proof of title to the requisite shareholding, to info@bebig.com or by post to the Company's registered office. These documents must be received no later than 18 May 2016.

 

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 25 May 2016 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 25 May 2016.

 

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 meetings. Shareholders can submit their questions by e-mail to info@bebig.com or by post to the Company's registered office. The questions must be received by the Company no later than 3 June 2016. 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.

 

ADMISSION FORMALITIES

 

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 meetings:

1.           The Company must be able to determine, based on the proof submitted pursuant to the procedure described below, that the shareholder holds on 26 May 2016, at 24.00 (CET) (the "Record Date"), the number of shares which that shareholder intends to vote at the general meetings; and

2.           The shareholder must expressly confirm no later than 3 June 2016 his or her intention to participate in the general meetings.

 

A. Registration

 

The registration procedure is as follows:

  • Holders of registered shares or registered certificates: no particular actions need be taken.
  • Holders of dematerialized shares: the shares to be voted at the general meetings 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 meetings.

 

B. Confirmation of participation

 

In addition, shareholders who wish to participate in the general meetings must notify their intention to attend no later than 3 June 2016 as follows:

  • Holders of registered shares or registered certificates: the board of directors must be informed in writing no later than 3 June 2016; the notice can be sent by e-mail to info@bebig.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 3 June 2016 of their intention to attend (the notice can be sent by e-mail to info@bebig.com or by post to the Company's registered office) and (ii) must submit to the Company's registered office by 3 June 2016 a certificate issued by the authorised account holder or settlement institution indicating the number of shares the shareholder wishes to vote at the general meetings and the number of dematerialized shares recorded in his or her name as of 26 May 2016, at 24.00 (CET).

 

PROXIES

 

Pursuant to Article 27 of the Company's articles of association, every shareholder can be represented at the general meetings by a third party, who need not 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 3 June 2016. It can be sent by post to the Company's registered office or by e-mail to info@bebig.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 info@bebig.com. Shareholders and proxy holders are requested to follow the instructions on the proxy form in order to ensure valid representation at the general meetings.

 

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 meetings, 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 meetings, 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 3 June 2016. It can be submitted by e-mail to info@bebig.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 meetings, as set forth above.

 

AVAILABLE DOCUMENTS

 

Pursuant to Article 533bis §2 of the Company Code, as from the publication date of the notice (i.e. 10 May 2016) until the end of the general meetings, 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 2015 statutory and consolidated financial statements, (ii) the 2015 statutory and consolidated annual reports, (iii) the 2015 statutory and consolidated auditor's reports, (iv) special report of the board of directors pursuant Article 560 of the Company Code with respect to the reverse stock split, (v) special report of the board of directors pursuant Articles 596 and 598 of the Company Code with respect to the cancellation of the preferential right, (vi) auditor's report pursuant Articles 596 and 598 of the Company Code with respect to the cancellation of the preferential right, (vii) special report of the board of directors pursuant Article 604 of the Company Code with respect to the renewal of the authorised capital, (viii) the agendas for the meetings 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 (ix) the proxy form.

 

Together with the present notice, registered shareholders as well as the Company's directors and auditors shall be provided with the draft annual financial statements and 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

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