Proposed resolution. The shareholders’ meeting resolves to approve the remuneration report. Voor / In favor Tegen / Against Onthouding / Abstention Agendapunt 5 - Steminstructie: Agenda item 5 - Voting instruction:
Proposed resolution. In accordance with article 556 of the Belgian Companies Code, the Shareholders’ Meeting resolves to approve, and to the extent required, ratify all of the provisions granting rights to third parties which could affect the assets of the Company, or could impose an obligation on the Company, where the exercise of those rights is dependent on a public takeover bid on the shares of the Company or a change of control in respect of the Company, as included in:
Proposed resolution. The shareholders’ meeting resolves to approve the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2021, as well as the allocation of the annual result as proposed by the supervisory board. Voor / In favor Tegen / Against Onthouding / Abstention
Examples of Proposed resolution in a sentence
Voorstel tot besluit: Proposed resolution : -Discharge is granted to the statutory auditor: DELOITTE Bedrijfsrevisoren BV represented by Xx. Xxx Xxxxxxxxxxx and Mr. Xxx Xxxxxxxxxx, for the exercise of its mandate during the past financial year.
Proposed resolution: Upon proposal of the supervisory board and in accordance with the advice of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves to appoint Stoffels IMC BV, permanently represented by Xx. Xxxx Xxxxxxxx, as member of the board of directors of the Company, for a period of 4 years, effective as of today, ending immediately after the annual shareholders’ meeting to be held in 2026.
Proposed resolution: The shareholders’ meeting resolves to amend the articles of association as a consequence of the newly applicable CCA, the proposal by the board of directors to introduce a two-tier board structure as provided for by the CCA as well as certain other amendments relating to modernization and clean-up.
More Definitions of Proposed resolution
Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves that (a) the compensation (excluding expenses) of the non-executive directors for the exercise of their mandate is established as follows:
Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting (i) resolves to offer 100,000 warrants to Xx. Xxxx xxx de Stolpe, 15,000 warrants to Xx. Xxx Xxxxxx, and 7,500 warrants to each of Xx. Xxxxxx Xxxx, Ms. Xxxxxxx Xxxxxx, Xx. Xxxx Xxxx and Xx. Xxxxx Xxxxxxx, under warrant plans created (or to be created) by the board of directors for the benefit of directors, employees and independent consultants of Galapagos and its affiliates within the framework of the authorized capital (jointly “Warrant Plan 2019”), the key conditions of which will be in line with previous warrant plans of the Company, (ii) empowers the managing director, as well as any other director as regards the offer to the managing director, to implement this offer, and (iii) to the extent required, approves the offer of warrants to members of Galapagos’ executive committee under Warrant Plan 2019 in accordance with Galapagos’ remuneration policy and practices. In accordance with articles 520ter and 556 of the Belgian Companies Code, the shareholders’ meeting expressly approves the particular provisions that will be included in Warrant Plan 2019 pursuant to which, in exceptional circumstances (including in the event of a change in control of the Company), the warrants offered (to the extent accepted) under Warrant Plan 2019 can be exercised early, even before the third anniversary of their award. Voor / In favor Tegen / Against Onthouding / Abstention Agendapunt 10 - Steminstructie: Agenda item 10 - Voting instruction: De besluiten van deze algemene vergadering met betrekking tot de uitgifte van warrants kunnen slechts worden uitgevoerd indien de Autoriteit voor Financiële Diensten en Markten (FSMA) aan de Vennootschap heeft meegedeeld geen bezwaar te moeten maken tegen de in dit agendapunt opgenomen uitgifte van warrants. The resolutions of this shareholders’ meeting relating to the issuance of warrants can only be implemented if the Belgian Financial Services and Markets Authority (FSMA) has communicated to the Company that it has no objections to make against the issuance of warrants as set forth in this agenda item.
Proposed resolution. Upon the proposal of the board of directors of the Company and in accordance with the recommendation of the Company's nomination and remuneration committee, the shareholders' meeting of the Company resolves to appoint Mr. Xxxxxx X’Xxx as a non- independent director of the Company for a period starting immediately and ending immediately after the annual shareholders' meeting of 2023. The shareholders' meeting of the Company resolves that the mandate of Mr. Xxxxxx X’Xxx as a director of the Company will not be remunerated.
Proposed resolution. The shareholders’ meeting resolves to approve the remuneration policy. Voor / In favor Tegen / Against Onthouding / Abstention
Proposed resolution. As proposed by the Audit Committee, the Shareholders’ Meeting resolves: (i) to re-appoint Deloitte Bedrijfsrevisoren, Xxxxxxxxxx 0x, 0000 Xxxxxx, Xxxxxxx, represented by Xx. Xxxx Xxxxxxx, as Statutory Auditor of the Company, for a period of three years ending immediately after the Shareholders’ Meeting in 2018 that has the approval of the annual accounts on its agenda, and (ii) to determine the annual remuneration of the Statutory Auditor at €275,000 for the audit of the statutory and the consolidated accounts of the group. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2016. Voor / In favor Tegen / Against Onthouding / Abstention
Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves that (a) the compensation (excluding expenses) of the non-executive directors for the exercise of their mandate during the financial year ending 31 December 2017 is established as follows: (i) chairman of the board: €80,000; (ii) other non-executive board members: €40,000 each; (iii) annual additional compensation for membership of a board committee: €5,000; (iv) annual additional compensation for the chairmanship of a board committee: €10,000; and (b) power of attorney is granted to the board of directors to determine the total remuneration package of the managing director (CEO) for his management function in the Company, it being understood that this remuneration shall include a compensation for the performance of his mandate as a director of the Company. Voor / In favor Tegen / Against Onthouding / Abstention
Proposed resolution. Upon recommendation of the Company’s Nomination and Remuneration Committee, the Shareholders’ Meeting (i) resolves to offer 100,000 warrants to Xx. Xxxx xxx de Stolpe, 15,000 warrants to Xx. Xxx Xxxxxx, and 7,500 warrants to each of Xx. Xxxxxx Xxxxxxxxx, Xx. Xxxxxxx xxx Barlingen, Xx. Xxxxxx Xxxx, Ms. Xxxxxxx Xxxxxx and Xx. Xxxxxxxxx Xxxxxxx, under warrant plans to be created by the Board of Directors for the benefit of Directors, employees and independent consultants of Galapagos and its affiliates within the framework of the authorized capital (jointly “Warrant Plan 2016”), the key conditions of which will be in line with previous warrant plans of the Company, (ii) empowers the Managing Director, as well as any other Director as regards the offer to the Managing Director, to implement this offer, and (iii) to the extent required, approves the offer of warrants to members of Galapagos’ Executive Committee under Warrant Plan 2016 in accordance with Galapagos’ remuneration policy and practices. In accordance with articles 520ter and 556 of the Belgian Companies Code, the Shareholders’ Meeting expressly approves the particular provisions of such Warrant Plan 2016 pursuant to which, in exceptional circumstances (including in the event of a change in control of the Company), all 900,000 warrants offered (to the extent accepted) under Warrant Plan 2016 can be exercised early, even before the third anniversary of their award. Voor / In favor Tegen / Against Onthouding / Abstention