The shareholders of Umicore enjoy specific rights under the Belgian Companies Code and Umicore’s articles of association. These rights include pecuniary rights (such as the right to participate in profit distributions and liquidation proceeds) and membership rights (such as the right to participate in shareholders’ meetings, the right to propose motions and to ask questions, and the right to exercise voting rights).
A fundamental principle in that respect is that all shareholders who are in the same position are entitled to equal treatment.
A summary of the main rights attached to Umicore shares is set out below. This summary is provided for general information purposes only. In the event of contradiction between this summary and the rules provided in the Companies Code or the articles of association, such rules will of course prevail. This summary should not be relied upon as legal advice. Shareholders who have specific queries or concerns in relation to these rights are free to contact Umicore’s LegalCorp team (attn. Mr B. Caeymaex, Umicore NV/SA, Broekstraat 31 rue du Marais, B-1000 Brussels, fax +32 (0)2 227 79 13 – email@example.com) or their personal legal advisor.
Right to participate in shareholders’ meetings
All shareholders have the right to participate in shareholders’ meetings of Umicore irrespective of the number of shares they hold. They can participate by attending the meetings in person, by appointing a proxy or by casting a postal vote prior to the meetings.
Their right to participate in shareholders’ meetings and to cast votes therein is subject to the prior registration of their shares on the record date, i.e. midnight (Belgian time) on the 14th calendar day before the shareholders’ meeting concerned, and a formal confirmation to Umicore at the latest on the 6th calendar day before the shareholders’ meeting concerned, both in accordance with the procedure described in the convening notice.
Right to request that a shareholders’ meeting be convened
Shareholders who, alone or jointly, hold at least 20% of Umicore’s share capital are entitled to request that a shareholders’ meeting be convened by the board of directors or the statutory auditor. Such a request must be complied with within three (3) weeks.
Right to add items to the agenda and to table draft resolutions
Shareholders who, alone or jointly, hold at least 3% of Umicore’s share capital may add items to the agenda of shareholders’ meetings and file resolution proposals in relation to items put or to be put on the agenda of such meetings.
This right does not apply to shareholders’ meetings convened following a first shareholders’ meeting which could not validly deliberate because the required attendance quorum was not reached.
Shareholders who wish to exercise this right must (i) prove that they effectively hold at least 3% of Umicore’s share capital on the date their request is made, and (ii) see to it that their shares representing at least 3% of the share capital are duly registered on the record date.
The ownership on the request date will be evidenced as follows:
- for registered shares: by their entry in Umicore’s share register;
- for dematerialised shares: by a certificate delivered by an authorised account holder or the clearing institution certifying the registration of the shares in one or more accounts held by such account holder or clearing organisation.
The qualifying shareholders may send their written request by postal correspondence or e-mail to the address indicated in the convening notice for the shareholders’ meeting concerned. The requests must be accompanied by the text of the items to be added to the agenda as well as the corresponding resolutions and/or the text of the newly proposed resolutions concerning items that were already on the agenda. The requests must also indicate to which postal or e-mail address Umicore may send the receipt confirmation. They must reach Umicore at the latest on the 22nd calendar day before the shareholders’ meeting concerned.
Umicore will confirm receipt of the requests within 48 hours and publish a revised agenda at the latest on the 15th calendar day before the shareholders’ meeting concerned. It will also publish revised proxy forms and postal voting forms on its website (www.umicore.com). Notwithstanding the above, all previously submitted proxies and postal voting forms shall remain valid for the agenda items they cover. The proxy holder may however deviate from the instructions given by the shareholder for items on the agenda for which alternative resolution proposals are added by shareholders in previously given proxies if carrying-out these instructions could be detrimental to the shareholder. The proxy holder must in any event inform the shareholder (proxy giver) hereof. The proxy should also indicate whether, in case new items are added to the agenda by shareholders, the proxy holder is entitled to vote on the new items or whether he/she/it should abstain.
Right to ask questions
Each shareholder is entitled to put questions to the directors and the statutory auditor with respect to their reports or, only as regards the directors, the agenda items of the shareholders’ meeting. Accordingly the directors and the statutory auditor must answer these questions insofar as this does not prejudice the commercial interests of the company or the confidentiality commitments undertaken by the company, its directors or its statutory auditor. Questions relating to the same subject may be grouped and answered together.
The questions can be formulated before the shareholders’ meeting (in writing by letter or by electronic means to the address indicated in the convening notice) or (orally) during the shareholders’ meeting. Questions formulated in writing or by electronic means must reach Umicore at the latest on the 6th calendar day before the shareholders’ meeting; they will only be answered if the shareholder has complied with the admission formalities (registration and confirmation procedure) for the shareholders’ meeting concerned.
Other information rights
All Umicore shareholders are granted specific information rights under the Belgian Companies Code.
Most of these information rights relate to shareholders’ meetings. These include the right to have access to and to obtain at no cost copies of (i) the text of the convening notices and the revised agenda (if any), (ii) the total number of shares and voting rights, (iii) the documents that will be submitted to the shareholders’ meeting (annual accounts and reports), (iv) a resolution proposal or, where no resolution is proposed to be adopted, a comment from the board of directors for each item on the agenda of the meeting, (v) as the case may be, the resolution proposals filed by shareholders as soon as practicable after the company receives them and (vi) the forms that may be used to vote by proxy and postal voting. These documents/data can be accessed on Umicore’s website (www.umicore.com) and, on business days and during normal office hours, at the registered office of Umicore SA/NV, Broekstraat 31 rue du Marais, B-1000 Brussels as from the date of publication of the convening notice. In addition, holders of registered shares will receive the above mentioned documentation together with the convening notice for the shareholders’ meeting.
Each new Umicore share (ISIN 0003884047) entitles its holder to two votes at any shareholders’ meeting. The old, so-called one tenths of shares (ISIN 0003628394) are each entitled to one vote.
The voting rights are however suspended with respect to shares:
- which are held by more than one person, as long as these shareholders have not appointed one representative vis-à-vis Umicore;
- which have not been fully paid-up despite a valid request thereto by Umicore;
- for which a suspension has been ordered by a decision of a court or another competent authority.
As a general rule, shareholders who, in accordance with the Belgian legislation on the disclosure of major shareholdings, disclosed the ownership, acquisition or transfer of Umicore shares less than twenty (20) calendar days before a shareholders’ meeting cannot vote with the portion of the shares which gave rise to the disclosure obligation. This sanction does not apply to shares which were acquired by virtue of preferential subscription rights or inheritance, or following a merger, de-merger, liquidation or in the context of a public offer.
Distance voting (voting by correspondence)
Any shareholder shall be authorised, before the shareholders’ meeting concerned, to vote by correspondence (postal voting). Such votes must be cast on the form prepared by Umicore. The company must receive signed original forms at the latest on the 6th calendar day before the shareholders’ meeting concerned. The postal voting form filed for a certain shareholders’ meeting remains valid for all subsequent meetings with the same agenda. In case shareholders exercise their right to add items to the agenda of a shareholders’ meeting and/or to table draft resolutions, postal votes received by the company before the completed agenda has been issued will remain valid for the items covered. However, votes on agenda items for which new resolutions have been tabled will be invalid. Shareholders voting remotely must comply with the admission formalities (registration and confirmation procedure) for the shareholders’ meeting concerned; otherwise, their postal voting forms will not be taken into account. Shareholders voting remotely cannot choose any other way to participate in the shareholders’ meeting concerned with the votes cast by correspondence.
Shareholders may also be represented by a proxy holder at shareholders’ meetings. A shareholder may designate only one person as proxy holder, except in circumstances where the Belgian Companies Code allows the designation of multiple proxy holders. A proxy given for a certain shareholders’ meeting remains valid for all subsequent meetings with the same agenda. Shareholders are invited to designate a proxy holder using the form prepared by Umicore. 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. The notification of the appointment must be made in writing or by electronic means and must reach Umicore (at the address indicated in the convening notice) at the latest on the 6th calendar day before the shareholders’ meeting concerned. Shareholders who want to be represented by a proxy holder must comply with the admission formalities (registration and confirmation procedure) for the shareholders’ meeting concerned; otherwise, their proxy form will not be taken into account.
In case of a potential conflict of interests between the proxy holder and the shareholder, the proxy holder (i) must disclose the specific facts which may be relevant for the shareholder in assessing any risk that the proxy holder might pursue any interest other than the interest of the shareholder and (ii) may exercise the voting right only where he/she/it has received specific voting instructions for each item of the agenda. A conflict of interests exists, for example, when shareholders appoint one of the following persons as a proxy holder: (i) the company itself, an entity controlled by it, a shareholder controlling the company or any other entity controlled by such shareholder; (ii) a member of the board of directors or the executive committee of the company, a management body of a shareholder controlling the company or of any other controlling entity referred to under (i); (iii) an employee or a (statutory) auditor of the company, of the shareholder controlling the company or of any other controlling entity referred to under (i); (iv) a person who has a parental tie with a natural person referred to under (i) to (iii) or who is the spouse or the legal cohabitant of such person or of a relative of such person. Proxy forms which fail to indicate to whom they are addressed will be considered as addressed to the board of directors, thereby creating a potential conflict of interests.
Preferential subscription right
Capital increases to be realised in cash as well as issuances of convertible bonds and warrants are generally subject to the prior offering of the newly issued securities to the existing shareholders in proportion to the share capital represented by their shares.
This preferential subscription right may however be limited or cancelled by the shareholders’ meeting or – in the framework of the authorised capital – the board of directors, provided specific legal requirements (including in terms of reporting) are met.
All Umicore shareholders may at any time and at their own expense, request that their fully paid up shares be converted from one (registered or dematerialised) form into the other form.
However shares which are not fully paid up are always issued in registered form.
Each new Umicore share (ISIN 0003884047) entitles its holder to receive an equal part in any profit distributions (dividends, interim dividends etc.) to which Umicore may have resolved and to the extent permitted by law. The old, so-called one tenths of shares (ISIN 0003628394) are each entitled to half the profit sharing rights of one new Umicore share.
More information on Umicore’s dividend policy can be found in the “Dividend Information” section of the Umicore website.
In the event of a liquidation of Umicore the shareholders will be entitled to the reimbursement of their contribution after payment of all other creditors. Any remaining proceeds from the liquidation (after payment of all creditors) shall be distributed among the shareholders in proportion to the par value of their shares. Old, so-called one tenths of Umicore shares (ISIN 0003628394) shall receive half of the amounts received by the new Umicore shares (ISIN 0003884047).
Other shareholder rights
Shareholders who individually or jointly hold shares representing not less than 1% of the voting rights in Umicore or a capital value of EUR 1,250,000 are granted specific rights under the Belgian Companies Code.
They may file for a minority action against directors of Umicore for damages suffered by Umicore, provided they have not voted in favour of the discharge of the directors or if they voted in favour of the discharge, that such discharge was invalid. A minority action can only be filed for the account of Umicore itself.
These shareholders may also file for the appointment of a judicial auditor to perform special auditing tasks if they can evidence that there are indications that the interests of Umicore are or threaten to be seriously prejudiced.