In general, Argenx is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting.
Under ITEM 3, the board of directors seeks approval to amend the Company’s stock option plan ("the Plan"). Although ECGS has no (major) concerns over the proposed amendments, it notes that Plan allows for a (potential) aggregate capital increase of 14.5% of the Company’s issued share capital, which exceeds ECGS’guidelines. In addition, ECGS considers the vesting period for time vesting awards (of between 1 and 3 years) too short. Based on the above, ECGS recommends to vote OPPOSE.
Under ITEM 4, the board of directors seeks authorisation to grant stock options under Argenx' stock option plan. In ECGS’view, this is an enabling resolution of the stock option plan under ITEM 3 above. Since ECGS does not approve of the Plan it does NOT agree with the corresponding grant of stock options under the Plan either. Accordingly, ECGS recommends to vote OPPOSE.
Argenx N.V. is a clinical-stage biotechnology company developing a deep pipeline of differentiated antibody-based therapies for the treatment of severe autoimmune diseases and cancer. Utilizing its suite of differentiated technologies, Co. is focused on developing product candidates with the potential to be either first-in-class against novel targets or best-in-class against known, but complex, targets in order to treat diseases with a significant unmet medical need.
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Le principal objet de la présente assemblée est d’approuver le projet d’Offre publique de Rachat (OPRA) suivie d’une augmentation de capital portant sur le même montant, proposée au même prix que l’OPRA, et garantie par le premier actionnaire, Xavier Niel. De façon générale, cette opération, financièrement innovante, porte un risque de renforcement au capital du premier actionnaire. Cependant, celui-ci est déjà l’actionnaire de contrôle puisqu’il détient plus de 50% du capital. De la même façon, il contrôle également d’ores et déjà l’issue des votes en AG. Ainsi, cette opération ne porte pas d...
ITEMS 1 and 2: It is proposed to approve a share buyback offer followed by a capital increase with the same amount and price. Thus the share buyback offer is fully financed by the capital increase, which is guaranteed by the main shareholder. The only risk identified in this global operation is that the main shareholder could strengthen his stake and control of the General meeting. However, Xavier Niel, main shareholder, already controls the capital and the General meeting votes. Thus, this operation seems more to be a confidence signal sent by the controlling shareholder to the market.
MISE A JOUR SUITE A LA COMMUNICATION DU 2 DECEMBRE DE LA SOCIETE : Tout d’abord, Proxinvest tient à féliciter Claranova d’avoir écouté ses actionnaires et d’avoir entrepris un dialogue avec Proxinvest afin d’échanger sur les réserves qui avaient été évoquées lors de la publication de la lettre conseil de Proxinvest le 28 novembre 2018. Suite à ces échanges, la société a ainsi accepté d’inscrire à l’ordre du jour les deux demandes (résolution A et 19 Bis) qui avaient été faites par l’association ADANOVA. Un geste que Proxinvest apprécie fortement et qui démontre que Claranova est à l'écoute de ...
ITEMS 1 to 7: the board seeks shareholder approval of the re-election of 5 members, and the election of 2 new nominees. ECGS notes that the board previously had only 40% of independent members, which did not respect our recommendations. After the AGM, ECGS considers 4 of the 7 shareholder-elected directors to be independent (57%), which respects our minimum of 50%. Furthermore, there will be 2 women on board (29%), which does not respect our minimum of 30%, but the fact that one out of the two nominees proposed at the current AGM is a woman, the percentage increased from 20% to 29%, which is s...
In general, Takeaway.com is in compliance with the Dutch regulations relating to the organization and procedures of the Extraordinary General Meeting. Under ITEM 2a approval of a combination with UK-based Just Eat is sought. ECGS deems it a rather bold move of Takeaway.com, a company that has never been profitable, to enter into a combination with UK-based Just Eat, which, in terms of size and complexity, is the substantially larger company of the two. Pursuant to the terms of the Offer, Takeaway.com offers 0.09744 company shares for each share held in Just Eat. On the basis of the closing p...
The Company called the general meeting under short notice authority. The notice of meeting was released only16 days before. However, the intention to call the meeting was announced on 22 August 2019. There are two items on the agenda: a share buy-back programme and the Directors' remuneration policy. None of these points justify the use of short-term notice. tem 1: NMC Health seeks approval of a new share buy-back. The Company has an acceptable ability to generate cash flows and debt burden enabling it to comfortably finance the dividends and share buybacks. However, the EPS performance metr...
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