Participation procedure

An ordinary general meeting is held each year on the third Tuesday of April at 11:00. If this day is a public holiday, the meeting is held on the following business day.
Additional ordinary general meetings dealing with issues other than amendments to the Articles of Association may be convened throughout the financial year.
Furthermore, extraordinary general meetings proposing amendments to the Articles of Association may be convened by the Board of Directors as and when necessary.
General meetings take place at the registered office unless another location is indicated in the notice to attend.

The notice to attend each general meeting indicates the location, date, time and agenda of the general meeting. It takes the form of an announcement published at least 30 days prior to the general meeting, in the Mémorial and at least one Luxembourg newspaper. At the same time, it is also published online at www.foyer.lu. The notice to attend is usually published in the Luxembourg press in the Luxemburger Wort, Tageblatt and Journal newspapers, and in the Belgian press in the L'Echo and De Tijd newspapers.

All shareholders are authorised to participate in meetings, subject to compliance with the participation procedure described below.

The rights of a shareholder to participate in a general meeting and to vote in respect of any of his shares, be it bearer or registered shares, shall be determined with respect to the shares held by that shareholder 14 days prior to the date of the general meeting.

 

In order to personally participate in general meetings, the shareholders, be they holders of bearer or registered shares, must notify the company of their participation 14 days prior to the date of the general meeting.

 

An owner of bearer shares must join a bank or registrar’s certificate establishing his share ownership.

 

Owners of registered shares receive an individual notice to attend the meeting including the agenda and the participation procedures.

 

Shareholder may appoint any other natural or legal person as a proxy holder to attend and vote at a general meeting in his name.  The appointment of such proxy holder must be notified by the shareholder to the company by mail, by fax (++352 42 70 71) or email (to be sent to assemblee@foyer.lu) at least 14 days prior to the date of the general meeting.

 

Proxy forms are available online at www.foyer.lu upon publication of the notice to attend the meeting, or may be requested from the office of the Legal Department (Tel: ++352 437 43 3147).
Shareholders can use the proxy form to indicate their voting instructions by ticking the boxes corresponding to their choice. In the case of a blank proxy form, Foyer S.A. shall nominate a proxy to represent the shareholder at the meeting and vote in accordance with the instructions received. For each item on the agenda subject to a vote, the shareholder simply needs to indicate whether he/she is for or against the resolution, or if he/she wishes to abstain. If the relevant boxes are not ticked and the proxy form is blank, it shall be assumed that the shareholder is in favour of the proposed resolutions.
As shares are indivisible, all undivided co-owners of a share and all parties with any entitlements whatsoever to a share, even usufructuaries or bare owners, must appoint a single person to represent them at the meeting.

Each share carries the right to one vote.

Unless otherwise provided by the Articles of Association or the law, decisions are taken by a vote by show of hands and by a simple majority of the number of votes cast by shareholders present or represented. The votes cast do not include voting rights attached to shares of which the holder has not participated in the vote or has abstained.