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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cabka NV | EU:CABKA | Euronext | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.80 | 4.82 | 5.05 | 4.80 | 4.80 | 4.80 | 3,552 | 16:40:00 |
Amsterdam 27 April 2023. 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 8 June 2023 at 14.00 CEST.
The Company looks forward to welcoming its shareholders in-person at Euronext Amsterdam, Beursplein 5, 1012 JW Amsterdam, the Netherlands. Registration for admission to the meeting starts at 13.00 CEST. The language of the meeting shall be English.
AGM agenda
Explanatory notes to the agenda
Agenda item 2(a): Report of the management board for the financial year 2022
Agenda item 2(b): Remuneration report for the management board and supervisory board for the financial year 2022 (advisory voting item)
Agenda item 2(c): Adoption of the company and consolidated financial statements for the financial year 2022 including appropriation of the net result for the financial year 2022 (voting item)
Agenda item 2(d): Distribution in relation to the financial year 2022 and related amendments of the articles of association (voting item)
Consequently, the proposal consists of three parts:
Agenda item 3(a): Discharge of the managing directors for the financial year 2022 (voting item)
Agenda item 3(b): Discharge of the supervisory directors for the financial year 2022 (voting item)
Agenda item 4: Reappointment of the external auditor for the financial year 2023 (voting item)
Agenda item 5: Appointment of managing director (voting item)
Name: Frank C.H. Roerink Age: 53Nationality: DutchCurrent position: Interim CFO at Cabka N.V.Previous positions: CFO at Avantium N.V. (2007 – 2019) CFO at PlantLab B.V. (2020 – 2021) CFO at Dwarfs B.V. (2022 – 2023) Other (board) positions: Member of the Supervisory Board of Delft Enterprises B.V. – TU Delft (since 2020)Motivation: Frank Roerink is nominated for appointment as managing director and CFO. Frank Roerink was appointed interim CFO of the Company as per 1 February 2023. Since (i) there immediately was a mutual click between Frank Roerink, the Company, the supervisory board and other key employees, (ii) Frank Roerink has shown professionalism and expertise in the field and (iii) the wish of the Company is to guarantee a better balance in the management board, it was decided nominate Frank Roerink as managing director and CFO of the Company.
Frank Roerink has entered into a consultancy agreement with Cabka N.V. as of the appointment as interim CFO of the Company. Frank Roerink’s consultancy agreement will be converted into a management agreement with effect as of the date of appointment. The management agreement is governed by Dutch law and entered into for an indefinite period of time.
The management agreement of Frank Roerink can be terminated with due observance of a notice period of six months, and twelve months for Cabka N.V. The management agreement does not contain a contractual severance arrangement. Furthermore, Frank Roerink is entitled to 29 holidays and is entitled to a company car.
It will be specified that the remuneration shall be determined by the supervisory board in accordance with the remuneration policy of the Company as adopted by the general meeting from time to time. Based on the remuneration policy Frank Roerink will be entitled to an annual fee as compensation for the services to be performed for the Company. Reference is made to voting item 7 for further details around the proposed remuneration policy and the entitlements of (each of) the managing directors.The management agreement will contain restrictive covenants, such as (i) a confidentiality clause, (ii) a non-competition clause, (iii) a non-solicitation and non-poaching clause and (iv) a protection of intellectual property clause.
The management agreement shall terminate by operation of law, without notice being required or any compensation being due, on the earlier of (i) the date directly following the annual general meeting in 2027, unless Frank Roerink is reappointed as a managing director, in which case the term terminates by operation of law on the date directly after the annual general meeting in 2031, unless determined otherwise by the general meeting, and (ii) the moment that Frank Roerink is no longer a member of the management board for whatever reason.
Under the management agreement, Frank Roerink is entitled to a maximum annual base fee of EUR 320,000.00 gross for the services to be performed for the Company and its subsidiaries.
Performance Stock Unit PlanFrank Roerink is eligible to participate in the Performance Stock Unit Plan of the Company.
It is intended that Frank Roerink will be awarded 31,428 PSUs.
Vesting is subject to continued engagement of the managing director with the Company. The main elements of the Performance Stock Unit Plan, including a specific leaver treatment, were originally adopted by the general meeting on 28 February 2022.
Shares Frank Roerink does not hold any shares in the share capital of the Company.
Agenda item 6: Amendment of the remuneration policy of the supervisory board (voting item)
Remuneration supervisory director in Euro
Component | Current remuneration | Proposed remuneration |
Fixed compensation (chairperson) | 40,000.00 | 42,600.00 |
Fixed compensation (other supervisory directors) | 30,000.00 | 31,950.00 |
Membership Audit Committee | 3,000.00 | 3,195.00 |
Membership Nomination and Remuneration Committee | 3,000.00 | 3,195.00 |
Daily and travel expenses | 2,500.00 | 2,662.50 |
Agenda item 7: Amendment of the remuneration policy of the management board (voting item)
Annual base fee:
Annual base fee | Current | Proposed |
CFO | EUR 225,000.00 | EUR 320,000.00 |
Short Term IncentivesIt is proposed to introduce a short-term incentive plan for the management board of the Company, which consists of the following in the financial year 2023:
Agenda item 8: Authorization of the management board, subject to approval of the supervisory board, to repurchase ordinary shares (voting item)
Agenda item 9: 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)
Agenda item 10: Business update
Agenda item 11: Any other business
Availability of meeting documents
The agenda with explanatory notes, the 2022 annual report (which contains the 2022 company and consolidated financial statements and the information as meant in section 2:392 paragraph 1 Dutch Civil Code), the proposed revised remuneration policy for the supervisory board of the Company and the proposed revised remuneration policy for the management board of the Company (the "Management Board") are made available on https://investors.cabka.com/corporate-governance/shareholder-meetings. 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 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 Thursday 11 May 2023, 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:
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 specify if they will attend the meeting in-person. 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 must register with ABN AMRO (via www.abnamro.com/evoting) as of the Record Date and no later than Thursday 1 June 2023, 17:00 CEST. A confirmation by the intermediary in which administration the holder 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 Friday 2 June 2023, 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. 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 Thursday 1 June 2023, 17:00 CEST, in the manner as set out in the letter of notification.
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 "Availability of meeting documents" above. The written proxy must be received by the Company no later than on Thursday 1 June 2023, 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 Thursday 1 June 2023, 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 Friday 2 June 2023, 13:00 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.
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.
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 an amount of 15,989,978 shares are held in treasury.
For further information, please see the Company's website https://cabka.com/newsroom/ or contact us by email at IR@cabka.com.
The supervisory boardThe management boardAmsterdam, 27 April 2023
Financial Calendar 2023
* Reference to ‘dividend’ refers to proposed distribution
For more information, please contact:David Brilleslijper, Investor & Press contactIR@cabka.com, or D.Brilleslijper@cabka.com, +316 109 42514www.investors.cabka.com
Commercial contact: info@cabka.com www.cabka.com
About CabkaCabka is in the business of recycling plastics from post-consumer and post-industrial waste into innovative reusable transport packaging (RTP), like pallets- and large container solutions enhancing logistics chain sustainability. ECO product are mainly construction and road safety products produced exclusively out of post-consumer waste.
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 is listed at Euronext Amsterdam as of 1 March 2022 under the CABKA ticker with international securities identification number NL00150000S7.
DisclaimerThe 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.
This document contains information that may qualify as inside information within the meaning of Article 7(1) of Regulation (EU) No 596/2014 on market abuse.
Attachment
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