Press Release: Cabka announces 30 May 2024 AGM Agenda
Amsterdam 18 April 2024. Cabka N.V. (together with its subsidiaries "Cabka", or the "Company"), a company specialized in transforming hard to recycle plastic waste into innovative Reusable Transport Packaging (RTP), listed at Euronext Amsterdam, invites its shareholders to attend the Company's annual general meeting (the "General Meeting"), to be held on Thursday 30 May 2024 at 14.00 CEST.
The Company looks forward to welcoming its shareholders in-person at Crown Plaza Amsterdam South, Room "Times Square", George Gershwinlaan 101, 1082 MT Amsterdam, the Netherlands. Registration for admission to the General Meeting starts at 13:00 CEST. The language of the General Meeting shall be English.
AGENDA
1. Opening
2. Financial year 2023
(a) report of the management board for the financial year 2023
(b) remuneration report for the management board and supervisory board for the financial year 2023 (advisory voting item)
(c) adoption of the company and consolidated financial statements for the financial year 2023 including appropriation of the net result for the financial year 2023 (voting item)
(d) distribution in relation to the financial year 2023 and related amendments of the articles of association (voting item)
3. Discharge
(a) discharge of the managing directors for the financial year 2023 (voting item)
(b) discharge of the supervisory directors for the financial year 2023 (voting item)
4. Reappointment of the external auditor for the financial year 2024 (voting item)
5. Amendment articles of association (voting item)
6. Authorization of the management board, subject to approval of the supervisory board, to repurchase ordinary shares (voting item)
7. Designation of the management board, subject to approval of the supervisory board, as the competent body to (i) issue ordinary shares and (ii) restrict or exclude pre-emptive rights upon issuance of ordinary shares (voting item)
8. Business update
9. Any other business
10. Closing
EXPLANATORY NOTES TO THE AGENDA
Agenda item 2(a): Report of the management board for the financial year 2023
Presentation by the management board on the performance of the Company in 2023 and discussion of the annual report of the management board drawn up in the English language, which is included in the 2023 annual report (which can be found on our website: https://investors.cabka.com/reporting-and-investor-library/reports-and-presentation).
Agenda item 2(b): Remuneration report for the management board and supervisory board for the financial year 2023 (advisory voting item)
In accordance with section 2:135b paragraph 2 Dutch Civil Code annually the remuneration report will be tabled to the General Meeting for an advisory vote. The remuneration report reports on the implementation and execution of the remuneration policies of the management board and supervisory board (the remuneration policy (which remuneration policy contains both policies) during the financial year 2023, can be found on our website: https://investors.cabka.com/corporate-governance/remuneration). The remuneration report is included on pages 83 -- 90 of the 2023 annual report. Shareholders are requested to vote in favor of this remuneration report.
Agenda item 2(c): Adoption of the company and consolidated financial statements for the financial year 2023 including appropriation of the net result for the financial year 2023 (voting item)
It is proposed to adopt the company and consolidated financial statements for the financial year 2023 as prepared by the management board and included in the 2023 annual report. The financial statements have been drawn up in the English language and the audit has been performed by
BDO Audit & Assurance B.V.
The company financial statements for the financial year 2023 present a net loss of EUR 1,375,000.00. By adopting the company financial statements it is also resolved to allocate the net loss for the financial year 2023 to the accumulated deficits.
Agenda item 2(d): Distribution in relation to the financial year 2023 and related amendments of the articles of association (voting item)
As announced in the press release on 19 March 2024 and in accordance with the Company's articles of association it is proposed by the management board, with the approval of the supervisory board, to distribute to the holders of ordinary shares a total amount of EUR 0.15 per ordinary share in cash in the form of a repayment of capital. This implies a resolution to formally reduce the capital of the Company (kapitaalvermindering) to be effectuated after the conclusion of a formal capital reduction process including a two-month opposition period for creditors (crediteurenverzet).
To be able to make a distribution in the form of repaid capital, two subsequent changes to the current articles of association of the Company have to be made, by first increasing the nominal value of the shares with EUR 0.15, thus increasing the issued share capital of the Company at the charge of the share premium reserve recognized for Dutch tax purposes and secondly by decreasing the nominal value of the shares back to the current nominal value, thus decreasing the issued share capital of the Company, which decrease of the nominal value of the ordinary shares is paid to the shareholders for the repaid capital part of the distribution and which decrease of the nominal value of the special shares will be allocated to the general share premium reserve (algemene agioreserve) of the Company. Reference is made to the texts of the proposals to amend the articles of association in English and Dutch, which can be found on the website.
Consequently, the proposal consists of three parts:
1. The proposal to make a distribution as set out above; 2. The proposal to, with approval of the supervisory board, amend the articles of association of the Company by an increase of the nominal value of the shares from EUR 0.01 to EUR 0.16, thus increasing the issued share capital of the Company at the charge of the share premium reserve recognized for Dutch tax purposes; and 3. The proposal to, with approval of the supervisory board, amend the articles of association of the Company by a decrease of the nominal value of the shares from EUR 0.16 to the current nominal value of EUR 0.01, thus decreasing the issued share capital of the Company, which decrease of the nominal value of the ordinary shares is paid to the shareholders for the repaid capital part of the distribution and which decrease of the nominal value of the special shares will be allocated to the general share premium reserve (algemene agioreserve) of the Company.
The proposal to amend the articles of association of the Company also includes authorizing any and all managing directors of the Company, supervisory directors of the Company and the company secretary as well as any and all lawyers and paralegals practicing with Zuidbroek B.V., each individually, to have the deeds of amendment to the articles of association executed.
If the above distribution is resolved upon, the ordinary shares will be traded 'ex-dividend' as of Thursday 8 August 2024. The 'record date' will be Friday 9 August 2024. The distribution will be payable as of Friday 16 August 2024.
Planning distribution
8 August 2024 Ex-dividend before opening of
business
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9 August 2024 Record date dividend at close
of business
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16 August 2024 Payment date capital repayment
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Agenda item 3(a): Discharge of the managing directors for the financial year 2023 (voting item)
It is proposed to discharge all managing directors in office in the financial year 2023 from all liability in relation to the exercise of their duties in the financial year 2023, to the extent such performance is apparent from the financial statements for the financial year 2023 or other public disclosures prior to the adoption of these financial statements.
Agenda item 3(b): Discharge of the supervisory directors for the financial year 2023 (voting item)
It is proposed to discharge all supervisory directors in office in the financial year 2023 from all liability in relation to the exercise of their duties in the financial year 2023, to the extent such performance is apparent from the financial statements for the financial year 2023 or other public disclosures prior to the adoption of these financial statements.
Agenda item 4: Reappointment of the external auditor for the financial year 2024 (voting item)
The supervisory board, together with the audit committee, has assessed the relationship with and performance of the external auditor. Based on this assessment, it is proposed by the supervisory board, upon recommendation of the audit committee, to reappoint BDO Audit & Assurance B.V. as the external auditor of the Company for the financial year 2024. The audit will be carried out under the responsibility of Mr. Jeroen van Erve, audit partner at BDO Audit & Assurance B.V.
Agenda item 5: Amendment articles of association (voting item)
It is proposed to, with the approval of the supervisory board, amend the articles of association to reflect that if the management board consists of two or more members, any managing director acting solely shall also be authorised to represent the Company instead of any two managing directors acting jointly.
The proposal to amend the articles of association of the Company also includes authorizing any and all managing directors of the Company, supervisory directors of the Company and the company secretary as well as any and all lawyers and paralegals practicing with Zuidbroek B.V., each individually, to have the deed of amendment to the articles of association executed.
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