General meetings

General information

Amendment agenda

Shareholders who wish to have certain items included on the agenda of a general meeting must submit them to the Board of Directors of WDP at least two months in advance. Taking into account WDP’s interests, the legal deadlines for convening the Annual general meeting and a reasonable time for the Board of Directors to examine the proposals, the Board of Directors may or may not accept these proposals. This does not affect the right of the shareholders representing 20% of the capital and that have requested the Board of Directors to convene the general meeting in compliance with section 532 of the Companies Code, in order to include items to be discussed on the agenda for this general meeting.

Until no later than the 22nd day prior to the date of the general meeting, one or more shareholders that collectively own at least 3% of the authorised capital of WDP will be authorised to include items to be discussed on the agenda for the general meeting and submit proposals regarding items included or to be included on the agenda. This does not apply if a general meeting is convened because the quorum required for the first notice was not met.

These requests can be sent to WDP electronically, to the address mentioned in the notice ().

The shareholders prove that on the date that they submit an item on the agenda or a resolution proposal, they own the required share in the capital, either based on a certificate of the registration of the said shares in the share register of WDP, either based on an attestation of a financial agent which proves that they have submitted the appropriate number of shares, either based on an attestation of a recognized shareholder or an institution designated by the King as a central depository for financial instruments which proves that the said number of dematerialized shares on their name are submitted on their account. The items to be treated and the resolution proposals which are put on the agenda, are only considered if the share in the registered capital is in conformity with article 536, §2 of the Companies Code. These request are formulated in writing and are, if applicable, accompanied with the text of the items to be submitted and the corresponding resolution proposals, or of the text of the resolution proposals to be put on the agenda. A postal or e-mail address must be mentioned to which WDP will send the proof of receipt of these requests. They can be sent to WDP electronically at the address . WDP confirms the receipt of these requests within forty-eight hours after receipt. Without prejudice to article 533bis, §, 1°, d), WDP will announce at the latest on the fifteenth day prior to the general meeting, in accordance with article 533, §2, an agenda supplemented with the additional to be treated items and the corresponding resolution proposals which would be included in it, and/or merely the resolution proposals which are formulated.

If WDP would receive any requests to add items to the agenda and/or resolution proposals, she will (i) add these resolution proposals on the website as soon as possible after receipt, and (ii) publish an adapted agenda and adapted proxy forms on her website, no later than on the 15th day prior to the date of the general meeting.

Admission formalities and the exercise of the voting right

In order to attend the general meeting or to send a representative to the general meeting, shareholders must comply with the provisions of articles 24 and 25 of the articles of association of WDP.

A shareholder can only participate in a general meeting and exercise its right to vote in this meeting based on the registration of the shareholders’ registered shares in the accounts, on the registration date, through registration in the share register in WDP, or through registration in the accounts of a recognized shareholder or an institution designated by the King as a central depository for financial instruments, or by submitting the bearer shares to a financial agent, irrespective of the number of shares the shareholder possesses at the general meeting. The 14th day prior to the general meeting, at 24 hours (24:00 a.m. CET) will be deemed to be the registration date.

Holders of dematerialized shares or bearer shares wishing to participate in the general meeting must submit a certificate issued by their financial intermediary or authorized account keeper which shows, as applicable, how many dematerialized shares in the shareholder’s name were registered in its accounts on the registration date or how many bearer shares were delivered on the registration date, and for which the shareholder has declared that he wishes to participate in the general meeting. This deposition must take place on the sixth day prior to the date of the general meeting at the latest, at the registered office or at ING, which is the system paying agent of WDP within the framework of ESES.

The holders of registered shares wishing to participate in the general meeting must notify WDP by ordinary letter, fax or email of their intention to participate in the general meeting on the sixth day prior to the general meeting at the latest.

Proxy

Without prejudice to the rules on legal representation and in particular the mutual representation of married partners, every shareholder may at the meeting be represented by a proxy-holder who may or may not be a shareholder, in accordance with the relevant provisions of the Companies Code.

Without prejudice to Section 549, § 1 (1) of the Companies Code (public request of grant proxies), a proxy may be granted for one or more specific meetings or for the meetings held during a specific period. The proxy granted for a specific meeting, applies to the successive meetings convened through the same agenda.

The proxy-holder possesses the same rights as the shareholder represented in this manner, and specifically the right to take the floor, ask questions during the general meeting and exercise his right to vote at this meeting.

The shareholder is only entitled to designate one person as a proxy holder for a specific general meeting. In derogation thereof (i) the shareholder will be entitled to appoint separate proxy holders for each form of shares which he owns, as for each security account if he owns shares in WDP in more than one securities account and (ii) an as shareholder qualified person who acts on behalf of other natural or legal entities, can give a proxy to each of that other natural or legal entities or to a by them indicated third person.

A person acting as a proxy-holder is entitled to hold a proxy of more than one shareholder. Proxy-holders who have received proxies from multiple shareholders can vote differently on behalf of different shareholders.

The designation of a proxy-holder by a shareholder, must be in writing or through an electronic form and must be signed by the shareholder, where applicable through a technologically advances electronic signature within the meaning of Section 4, §4 of the Act of 9 July 2001 regarding the adoption of specific rules relating to the legal framework for electronic signatures and certification services, or through an electronic signature that satisfies the conditions of Article 1322 of the Civil Code.

The notification of the proxy to WDP must be in writing. This notification can also be done electronically, at the address: . WDP must be in receipt of the proxy on the sixth day prior to the general meeting at the latest.

In order to determine the rules regarding quorum and majority, the only proxies considered will be those submitted by the shareholders that have completed the formalities specified in Section 536, paragraph 2 of the Companies Code that must be complied with in order to be admitted to the general meeting.

Without prejudice to the option to depart from the instructions under specific circumstances, pursuant to Section 549, § 2 of the Companies Code, the proxy-holder will cast his vote in accordance with the instructions provided by the shareholder that has designated him. The proxy holder must maintain a register of voting instructions for at least one year, and must confirm at the request of the shareholder that he has complied with the voting instructions.

In the event of a potential conflict of interests as specified in article 547bis, §4 of the Companies Code between the shareholder and the proxy-holder he has appointed, the proxy-holder must disclose any specific facts that are relevant for the shareholder in assessing the risk that the proxy-holder will pursue an interest other than that of the shareholder. Furthermore, the proxy-holder may vote on behalf of the shareholder only on condition that he has been given specific instructions for each item on the agenda.

As indicated in the notice to convene the general meeting (and according to the modalities indicated in this notice), shareholders who hold alone or jointly 3% of the share capital of WDP, have the right to add items to the agenda of the general meeting and file resolution proposals (relating to subjects already on or to be added to) no later than on the twenty-second day prior to the general meeting (article 533ter Companies Code). The subjects to be treated and the related resolution proposals who would be when the occasion arises added to the agenda, will be published in accordance with the modalities of the Companies Code (as indicated in the notice to convene). Where appropriate WDP will at the same time, put at the disposal of the shareholders, on her website, a form which can be used to vote by proxy, completed with the additional to be treated items and the related resolution proposals which would be put on the agenda, and/or merely with the resolution proposals which would be formulated. The proxies which are notified to WDP before the publication of the completed agenda, are still valid for the to be treated subjects noted in the agenda, provided that the proxy-holder, for the to be treated subjects noted in the agenda for which new resolution proposals are submitted, can deviate from de eventual instructions of the proxy-granter during the meeting, if the execution of these instructions would damage the interests of the proxy-granter. The proxy-holder must notify the proxy granter of this. The proxy must mention if the proxy-holder is authorized to vote on the new to be handled subjects which are noted in the agenda, either if he must refrain from doing so.

Questions in writing

Shareholders can (in accordance with article 540 Companies Code) ask questions in writing to the manager of WDP with regard to its reports and the points on the agenda and to the companies auditor with regard to his reports, which will be answered in the course of the general meeting by, depending on the case, the manager or the companies auditor, as far as the shareholders meet the formalities which need to be fulfilled in order to be admitted to the general meeting. These questions can also be addressed to WDP electronically via on the sixth day prior to the date of the general meeting at the latest.

Documents put at the disposal

Each shareholder can, after submission of his security, as soon as the notice to convene the general meeting is published, receive at the office of WPD free of charge a copy of the following documents:
- the documents which will be submitted to the general meeting;
- the agenda of the general meeting, which contains also a proposal for motion or a comment of the board of directors; and
- the form which can be used to vote by proxy.

Documents general meeting 25 April 2012

Convocation general meeting with agenda »
Form registered shareholder agreement electronic convocation »
Link to the annual financial report WDP »
Statutory financial statements WDP »
Financial statements GDP »
Proxy »

Agenda general meeting 25 April 2012

• 03/04/2012: Amendment agenda
• 10/04/2012: Publication amended agenda and proxy
• 13/04/2012: Registration shares
• 19/04/2012: Confirmation participation and proxy

Additional information general meeting 25 April 2012

The total capital of WDP amounts to EUR 109.380.548,04 and is represented by 13.638.521 fully paid-up ordinary shares. There are no preferred shares. Each of these shares carries one voting right at the General Shareholders Meeting and these shares thus represent the denominator for the purposes of notifications under the transparency regulations (i.e. notifications in case of reaching, crossing or falling below the statutory or legal thresholds).

Reports general meetings

Date	Title	Download
25/04/2012	Report General Meeting
24/01/2012	Report EGM (GDP & Betafence transaction and modification articles of association)
27/04/2011	Report General Meeting
27/04/2011	Report EGM (Modification of the articles of association)
28/04/2010	Report General Meeting
30/06/2009	Report EGM (Capital Increase)
29/04/2009	Report General Meeting
31/03/2009	Report Extraordinary General Meeting (DHL transaction)
17/12/2008	Report EGM (Royvelden transaction)
30/04/2008	Report General Meeting
30/04/2008	Report EGM (Modification of the Articles of Association)
01/10/2007	Report EGM (Wilbel & De Polken transaction)
25/04/2007	Report General Meeting
31/08/2006	Report EGM (Massive transaction)
26/04/2006	Report General Meeting
27/04/2005	Report General Meeting
28/04/2004	Report General Meeting
30/04/2003	Report General Meeting
24/04/2002
25/04/2001	Report General Meeting
29/03/2000