The shareholders’ meeting is an important event in the life of the Dexia Group. It enables all the shareholders to be kept informed of the evolution of the Group and the strategy it is following, and to vote on the resolutions proposed by the Board of Directors. In addition, it provides an opportunity for shareholders to discuss matters directly with the Group’s general management and directors.
The Ordinary Shareholders’ Meeting
The ordinary shareholders’ meeting is held on the third Wednesday in May each year. A presentation is made of the significant events in the life of the Group over the previous year. It approves the financial statements for the past financial year and discharges the directors and the auditor. It also rules on the appointment and renewal of the directors’ and auditor’s mandates, and on the compensation report and the independent directors.
The Extraordinary Shareholders’ Meeting (ESM)
An extraordinary shareholders’ meeting may be convened in particular to amend the Group’s articles of association, corporate object or the rights attached to the company’s shares or to proceed with capital transactions.
Invitation to attend the shareholders’ meetings
Applying legal and regulatory provisions, shareholders are informed of a forthcoming meeting by the publication of an invitation to attend the shareholders’ meetings on the company’s web site, in the Appendices to the Belgian gazette (Moniteur Belge), in daily newspapers and via Thomson Reuters, at the latest 30 days prior to the meeting being held.
In addition, an invitation to attend the shareholders’ meetings is sent by mail to the holders of registered shares, again observing legal provisions.
Participating in shareholders’ meetings
Participation in shareholders’ meetings is only authorised for shareholders or their proxies who are registered in advance and have confirmed their attendance. The invitation to attend the shareholders’ meetings specifies the terms of participation.
Voting in shareholders’ meetings
Shareholders who are present or represented at shareholders’ meetings may cast their votes. An electronic ballot box and the terms of its use are provided at the start of the meeting.
If they are not personally present at shareholders’ meetings, shareholders may:
vote by correspondence: they must download the dedicated form provided at www.dexia.com or obtained from Dexia. Forms must be returned within the deadlines and in accordance with the terms stated in the invitation to attend the shareholders’ meeting. Shareholders wishing to vote by correspondence should register and confirm their attendance as mentioned previously.
be represented at shareholders’ meetings by a proxy: the proxy form may be downloaded from www.dexia.com or be obtained from Dexia. Proxy forms must be returned within the deadlines and in accordance with the terms stated in the invitation to attend the shareholders’ meeting.
Requiring items to be included on the agenda and filing resolution proposals for shareholders’ meetings
One or more shareholders together holding at least 3% of the company’s share capital may require items to be included on the agenda of the shareholders’ meeting and file resolution proposals in accordance with the terms stated in the invitation to attend the shareholders’ meeting.
Asking questions at shareholders’ meetings
Shareholders who meet the conditions for admission are entitled to ask questions in writing to the company’s directors on the subject of the reports of the board of directors and the auditor or items on the agenda. Such questions must be submitted in accordance with the terms stated in the convocation.
Furthermore, shareholders may also ask related questions during the shareholders’ meeting.