Cabka announces 31 May 2022 AGM Agenda
Cabka N.V. ("Cabka" or the "Company"), a leading integrated circular production company listed at Euronext Amsterdam, invites its shareholders to attend the Company's annual general meeting, to be held on Tuesday 31 May 2022 at 14.00 CEST. The Company looks forward to welcoming its shareholders both virtual and in-person at Crowne Plaza Amsterdam Zuid, George Gerschwinlaan 101, 1082 MT Amsterdam, the Netherlands. Registration for admission to the meeting starts at 13.00 CEST. The language of the meeting shall be English.
AGM agenda
1. Opening
2. (a) report of the management board for the financial year ended 2021
(b) explanation on policy on reserves and dividend
(c) adoption of the company and consolidated financial statements for the financial year ended 2021 including appropriation of the net result for the financial year ended 2021 (voting item)
3. Discharge of the managing directors for the financial year ended 2021 (voting item)
4. Appointment of the external auditor for the financial year 2022 (voting item)
5. Appointment of supervisory director (voting item)
6. Business update
7. Any other business
8. Closing
Explanatory notes to the agenda
Agenda item 2(a): Report of the management board for the financial year ended 2021
Presentation by the management board on the performance of the Company in 2021 and discussion of the annual report of the management board drawn up in the English language, which is included in the 2021 annual report (which can be found on our website https://cabka.com/newsroom/shareholder-meeting or https://cabka.com/newsroom/investor-assets-library).
As appears from the 2021 annual report, no remuneration or compensation has been paid to the managing directors nor are they entitled to the same. There were also no severance arrangements in place with the managing directors. Hence, no remuneration policy was adopted nor has a remuneration report been prepared with respect to the relevant period.
Agenda item 2(b): Explanation on policy on reserves and dividend
The management board will give an explanation of the policy on reserves and dividend which is also set forth in clause 9 of the relationship agreement (which can be found on our website https://cabka.com/newsroom/principles-policies--rules).
Agenda item 2(c): Adoption of the company and consolidated financial statements for the financial year ended 2021 including appropriation of the net result for the financial year ended 2021 (voting item)
It is proposed to adopt the company and consolidated financial statements for the financial year ended 2021 as prepared by the management board and included in the 2021 annual report. The financial statements have been drawn up in the English language and the audit has been performed by Deloitte Accountants B.V.
From the company financial statements for the financial year ended 2021 it appears that there is a net loss of EUR 3,215,788. By adopting the company financial statements it is also resolved to allocate the net loss for the financial year ended 2021 to the accumulated deficits.
Agenda item 3: Discharge of the managing directors for the financial year ended 2021
It is proposed to discharge all managing directors in office in the financial year ended 2021 from all liability in relation to the exercise of their duties in the financial year ended 2021, to the extent such performance is apparent from the financial statements for the financial year ended 2021 or other public disclosures prior to the adoption of these financial statements.
Agenda item 4: Appointment of the external auditor for the financial year 2022
It is proposed by the supervisory board, upon recommendation of the audit committee, to appoint BDO Audit & Assurance B.V. as the external auditor of the Company for the financial year 2022. 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: Appointment of supervisory director
As announced in the press release dated 22 February 2022, the supervisory board has nominated Mr. Manuel Beja to be appointed as supervisory director effective as of 1 June 2022 for a term ending at the end of the annual general meeting to be held in 2026. Subject to the appointment taking effect, the supervisory board has designated
Mr. Manuel Beja as chairperson of the supervisory board and has appointed Mr. Manuel Beja as member of the audit committee.
The personal details of Mr. Manuel Beja and the reason for his nomination are as follows:
Name: Manuel Beja
Age: 49
Nationality: Portuguese
Current position:
- Chairperson of the board of directors of TAP Air Portugal (since 2021)
- Professional Women Network Lisbon, Mentoring Program: mentor and member of the advisory board (2013-2018), coordinator of the technical team (since 2018), pro bono
Previous positions:
- Several management positions at Novabase, in Portugal and Brazil (1997-2018)
- Executive director, member of the board at Collab (2005-2008)
Other (board) positions: No
Motivation: Manuel Beja is nominated for appointment as a supervisory director in connection with the Business Combination. Manuel Beja has valuable experience as a member of different boards and different organizations
Mr. Manuel Beja is considered to be “independent” within the meaning of the Dutch Corporate Governance Code. Mr. Manuel Beja does not hold any shares in the capital of the Company.
Remuneration
The remuneration of Mr. Manuel Beja will be in line with the remuneration policy of the Company and the individual remuneration of supervisory directors as explained and approved at the extraordinary general meeting held on 28 February 2022. This means that Mr. Manuel Beja will receive a fixed compensation as chairperson of the supervisory board of EUR 40,000 per year and an additional EUR 3,000 for his membership of the audit committee. In addition, Mr. Manuel Beja will receive an additional EUR 2,500 per year for compensation of daily and travel expenses.
Mr. Manuel Beja will not receive any variable remuneration such as option PSU awards under the “Performance Stock Unit Plan” of the Company or otherwise. The remuneration of Mr. Manuel Beja will not be made dependent on the Company's results such as profit.
Agenda item 6: Business update
Mr. Tim Litjens, CEO of the Company, will give a business update.
Agenda item 7: Any other business
Under this agenda item the meeting will be invited to ask remaining questions.
Availability of meeting documents
The agenda with explanatory notes, the 2021 annual report (which contains the 2021 company and consolidated financial statements and the information as meant in section 2:392 paragraph 1 Dutch Civil Code) are made available on https://cabka.com/newsroom/shareholder-meeting. These documents are also made available by ABN AMRO Bank N.V. ("ABN AMRO") and can be downloaded from www.abnamro.com/evoting and are available for review by shareholders (by appointment through IR@cabka.com) at the office of the Company.
Record date
The management board of the Company (the "Management Board") has determined that for this meeting the persons who will be considered as entitled to attend the meeting, are those holders of shares who on Tuesday 3 May 2022, after close of trading on Euronext Amsterdam (the "Record Date"), hold those rights and are registered as such in one of the following (sub)registers:
· for holders of deposit shares: the administrations of the banks and brokers which are intermediaries according to the Dutch Securities Giro Transactions Act (Wet giraal effectenverkeer);
· for holders of non-deposit shares: the shareholders’ register of the Company.
Registration to vote
Shareholders are entitled to vote up to the total number of shares that they held at the close of trading at the Record Date, provided they have registered their shares timely.
Upon registration via ABN AMRO (via www.abnamro.com/evoting) shareholders will be requested to choose whether they attend the meeting in-person or virtually. Alternatively, shareholders may also grant a proxy to vote as referred to below.
A holder of deposit shares (electronic securities) who wishes to attend the meeting in-person or virtually must register with ABN AMRO (via www.abnamro.com/evoting) as of the Record Date and no later than Tuesday 24 May 2022, 17.00 CEST. A confirmation by the intermediary in which administration the shareholder is registered for the deposit shares (the "Intermediary") must be submitted to ABN AMRO (via www.abnamro.com/intermediary), stating that such shares were registered in his/her name at the Record Date. This confirmation should be provided by the Intermediary to ABN AMRO no later than Wednesday 25 May 2022, 13.00 CEST. With this confirmation, Intermediaries are furthermore requested to include the full address details of the relevant holder in order to be able to verify the shareholding on the Record Date in an efficient manner. If a holder wishes to attend the meeting virtually, his valid email address, securities account and mobile phone number are required for authentication purposes in order to provide virtual access. The receipt (of registration) to be supplied by ABN AMRO will serve as admission ticket to the meeting for those attending the meeting in-person.
A holder of non-deposit shares who wishes to attend the meeting must register no later than Tuesday 24 May 2022, 17.00 CEST, in the manner as set out in the letter of notification. A holder of only non-deposit shares cannot attend the meeting virtually.
Voting by proxy
Notwithstanding the obligation to register for the meeting, the right to attend and to vote at the meeting may be exercised by a holder of a written proxy. A form of a written proxy is available free of charge in the manner set out under “Availablity of meeting documents” above. The written proxy must be received by the Company no later than on Tuesday 24 May 2022, 17:00 CEST. A copy of the proxy will need to be presented at the registration for admission to the meeting.
The proxy to represent a shareholder that includes a voting instruction may (but needs not) be granted electronically to B.J. Kuck, civil-law notary in Amsterdam, or his deputy, via www.abnamro.com/evoting no later than Tuesday 24 May 2022, 17.00 CEST. The Intermediaries must submit to ABN AMRO, a confirmation including the number of shares notified for registration and held by that shareholder at the Record Date. This confirmation should be provided by the Intermediary to ABN AMRO no later than Wednesday 25 May 2022, 13.00 CEST.
Shareholders who have chosen upon registration to attend the meeting virtually will not be able to issue a proxy to vote after Tuesday 24 May 2022, 17:00 CEST.
If you intend to instruct your Intermediary for any of the above, please be aware that their deadlines could be a number of days before those mentioned above. Please check with the individual Intermediaries as to their cut-off dates.
Virtual voting
The Company wishes to assist its shareholders to attend the meeting virtually by providing an adequate opportunity to follow the proceedings of the meeting and to vote electronically and real time during the meeting. Shareholders can attend and vote at the meeting on all resolutions via the internet, therefore online and remote with their own smartphone, tablet or personal computer, unless the relevant Intermediary does not accommodate online voting. Shareholders attending the meeting virtually will also be able to ask written questions during the meeting.
Upon registration to vote virtually, a shareholder will receive an email with a link via www.abnamro.com/evoting to login to the Company’s online voting platform. After successful login and confirmation of the login via two factor authentication (by SMS verification), the shareholder is automatically logged into the meeting. Further instructions may be provided via www.abnamro.com/evoting and/or the Company’s online voting platform.
You will be able to log in for virtual admission to the meeting on Tuesday 31 May 2022 via www.abnamro.com/evoting from 13.00 CEST until the commencement of the meeting at 14.00 CEST. You must log in and complete the admission procedure for the meeting before 14.00 CEST. After this time registration is no longer possible; Shareholders who log in afterwards will only have access to the live stream to follow the meeting but will not be able to vote.
Minimum requirements to the devices and systems that can be used for virtual participation as well as an overview of Q&A’s regarding online voting and the Company’s Policy regarding the Hybrid General Meeting of Shareholders can be found at https://cabka.com/newsroom/shareholder-meeting (with the meeting documents).
Virtual participation entails risks, as described in the Company’s Policy regarding the Hybrid General Meeting of Shareholders. If you wish to avoid such risks you should choose to attend the meeting in person or by proxy.
Registration and identification at the meeting
Registration for admission to the meeting will take place from 13,00 CEST until the commencement of the meeting at 14.00 CEST. After this time registration is no longer possible. Persons entitled to attend the meeting may be asked for identification prior to being admitted by means of a valid identity document, such as a passport or driver’s license.
Webcast
The meeting will be broadcasted live and in full online. The participants will receive a personal invite by email 1 hour before the meeting. This email will contain instructions on how to attend the meeting online.
Issued capital and voting rights
At the start of trading on Euronext Amsterdam on the date of this notice, the Company's total issued share capital amounted to 40,467,969 shares, which shares comprise a total number of voting rights of 40,467,969. Of these shares 16,388,000 shares are held in treasury.
For further information, please see the Company's website https://cabka.com/newsroom/shareholder-meeting or contact us by at +32 57 229110 or via email IR@cabka.com.
The supervisory board
The management board
Amsterdam, 13 April 2022
Financial Calendar Cabka 2022
· 13 April 2022: Publication Annual Report and results Cabka Group GmbH 2021 (German Gaap) see: https://viewer.pdf-online.nl/pghnc/sylv/
· 13 April 2022: Publication Annual Report and audited results Dutch Star Companies TWO 2021 (IFRS) see: https://cabka.com/newsroom/shareholder-meeting
· 31 May 2022 Cabka Annual General Meeting see: https://cabka.com/newsroom/shareholder-meeting
· 17 August 2022 Publication results and report of Cabka over the first six months of 2022 (IFRS)
· 20 October 2022 Sales update third quarter 2022
· 15 March 2023 Publication preliminary full year results 2022 Cabka (IFRS)
For more information, please contact:
David Brilleslijper, Investor & Press contact
IR@cabka.com, or D.Brilleslijper@cabka.com,
+316 109 42514
About Cabka
Cabka is in the business of recycling plastics from post-consumer and post-industrial waste into innovative reusable pallets- and large container solutions enhancing logistics chain sustainability. Cabka is leading the industry in its integrated approach closing the loop from waste, to recycling, to manufacturing. Backed by its own innovation center it has the rare industry knowledge, capability, and capacity of making maximum use bringing recycled plastics back in the production loop at attractive returns. Cabka is fully equipped to exploit the full value chain from waste to end-products.
Cabka employs some 700 FTE in Europe and the US recycling 150 kton of plastics into some 10 million pallets and 200,000 large containers realizing EUR 171m in revenues, in 2021.
Cabka is listed at Euronext Amsterdam as of 1 March 2022 under the CABKA ticker with international securities identification number NL00150000S7.
Disclaimer
The content of this press release may include statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms ''believes'', ''estimates'', ''plans'', ''projects'', ''anticipates'', ''expects'', ''intends'', ''may'', ''will'' or ''should'' or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies.
Readers are cautioned that any forward-looking statements are not guarantees of future performance. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this press release. The Company undertakes no obligation to publicly update or revise the information in this press release, including any forward-looking statements, except as may be required by law.
