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Envipco Holding N.V.

Pre-Annual General Meeting Information Jul 12, 2024

3836_10-k_2024-07-12_f4fa84f0-c47b-4722-bc2a-c0d0e5de59a1.pdf

Pre-Annual General Meeting Information

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ENVIPCO HOLDING N.V. VAN ASCH VAN WIJCKSTRAAT 4, 3811 LP AMERSFOORT, THE NETHERLANDS

NOTICE OF THE ANNUAL GENERAL MEETING OF ENVIPCO HOLDING N.V.(THE "COMPANY") TO BE HELD FRIDAY 23 AUGUST 2024

The Company's board of directors (bestuur) (the "Board of Directors") hereby invites its shareholders to attend the annual general meeting of the Company (the "AGM") to be held on Friday 23 August 2024 at 10:00 hours (CEST) at the Company's offices at Van Asch van Wijckstraat 4, 3811 LP, Amersfoort, the Netherlands.

The agenda for the AGM is as follows:

    1. Opening and registration of shareholders in attendance
    1. Annual accounts 2023
    2. a. Presentation annual accounts 2023
    3. b. Adoption of annual accounts 2023 (resolution)
    4. c. Appropriation of profits (resolution)
    1. Report on compliance with updated Dutch Corporate Governance Code
    1. Remuneration Report of the Board of Directors (advisory resolution)
    1. Discharge of the executive members of the Board of Directors for 2023 (resolution)
    1. Discharge of the non-executive members of the Board of Directors for 2023 (resolution)
    1. Proposal to approve the updated Remuneration Policy (resolution)
    1. Proposal to reappoint Mr. Simon Bolton as executive member of the Board of Directors (resolution)
    1. Proposal to reappoint Mr. Gregory Garvey as non-executive member of the Board of Directors (resolution)
    1. Proposal to reappoint Ms. Anne Jorun Aas as non-executive member of the Board of Directors (resolution)
    1. Proposal to appoint Ms. Charlotta Gylche as non-executive member of the Board of Directors (resolution)
    1. Proposal to appoint Mr. George Katsaros as non-executive member of the Board of Directors (resolution)
  • 13. Proposal to designate the authority to issue and grant rights to subscribe for shares to the Board of Directors (resolution)
    1. Proposal to designate the authority to exclude or limit pre-emption rights to the Board of Directors in respect of the issuance of shares or granting of rights to subscribe for shares pursuant to the designated authority given as per agenda item 13 (resolution)
    1. Appointment of BDO Audit & Assurance B.V. as auditor for the financial year 2024 (resolution)
    1. Proposal to amend the Company's articles of association (resolution)
    1. Completion of Board of Directors term for Mr. Christian Crepet
    1. Any other businesses, announcements, questions, etcetera
    1. Closing of the meeting

Envipco Holding N.V. The Board of Directors, Amersfoort, Friday 12 July 2024

Euronext Amsterdam and Euronext Growth Oslo listed shares

As at the date of this notice of the AGM, the Company has 57,690,377 issued and outstanding shares.

The Company's shares have been admitted to trading on Euronext Amsterdam. In addition, the Company's shares have been admitted to trading on Euronext Growth Oslo. As of the date of this notice of the AGM, the number of shares trading on Euronext Amsterdam is 38,116,880 shares (the "Euronext Amsterdam Listed Shares") and the number of shares trading on Euronext Growth Oslo is 19,573,497 shares (the "Euronext Growth Oslo Listed Shares").

Save for those registered directly in the Company's shareholders register, all of the Company's shares are included in the book-entry system operated by Euroclear Nederland. Additionally, the Euronext Growth Oslo Listed Shares are registered in book-entry form in the Norwegian Central Securities Depository Euronext Securities Oslo (Verdipapirsentralen ASA, the "VPS").

The Company has entered into a registrar agreement with DNB Bank ASA, DNB Markets Registrars department (the "VPS Registrar") to facilitate registration of the Euronext Growth Oslo Listed Shares in the VPS in connection with the admission to trading on Euronext Growth Oslo.

In accordance with the registrar agreement, the VPS Registrar is registered as the legal owner of the Euronext Growth Oslo Listed Shares. As a consequence, a holder of Euronext Growth Oslo Listed Shares that wants to exercise the rights attached to those shares, including the right to attend the AGM and to vote on the Euronext Growth Oslo Listed Shares, must do so by giving voting instructions to the VPS Registrar or on the basis of a power of attorney issued by the VPS Registrar.

The Company's articles of association (statuten) (the "Articles of Association") do not have any restrictions on voting rights. Each share entitles its holder the right for one vote at the AGM. Voting rights may not be cast on shares held by the Company or by its subsidiaries. Unless Dutch law provides otherwise and with due observance of article 12 of the Articles of Association, all shareholder resolutions shall be passed by a majority of 75% of the votes cast.

The agenda of the AGM including the explanatory notes thereto, is available at the office of the Company and on the website of the Company and can be obtained free of charge.

Record Date

The record date is the determining factor to attend the AGM and to exercise voting rights during that meeting. The record date for the AGM is Friday 26 July 2024 after closing of the books (the "Record Date") so that persons who were shareholders on the Record Date, will have the right to attend the AGM and to exercise their voting rights in accordance with the number of shares they hold at the Record Date, if they are registered as such in one of the following registers designated by the Board of Directors:

  • for holders of Euronext Amsterdam Listed Shares: in the administration of the intermediaries of Euroclear Nederland (the "Intermediaries") within the meaning of the Securities Giro Act (Wet Giraal Effectenverkeer) or in the Company's shareholders register; and
  • for holders of Euronext Growth Oslo Listed Shares: in the VPS,

and provided that those persons have registered for the meeting in accordance with the provisions set forth below.

Participation in the AGM and registration – holders of Euronext Amsterdam Listed Shares

Holders of Euronext Amsterdam Listed Shares can register for the AGM from Saturday 27 July 2024 up to and including Friday 16 August 2024 before 17:00 CEST, via www.abnamro.com/shareholder or via the Intermediary where their shares are administered.

The Intermediaries must provide ABN AMRO no later than Monday 19 August 2024 at 13:00 CEST via www.abnamro.com/intermediary with a statement that includes the number of shares held by the relevant shareholder on the Record Date and the number of shares which have been applied for registration. Upon registration, ABN AMRO will issue a registration certificate for each shareholder via the relevant Intermediaries.

Holders of registered shares that have not been represented in book-entry form who are entitled to take part in and to vote at the AGM by proxy must notify the Board of Directors of this in writing. The notification must be received by the Board of Directors by no later than Friday 16 August 2024 at 17:00 CEST. Please send your request for registration to [email protected].

Participation in the AGM and registration – holders of Euronext Oslo Listed Shares

Holders of Euronext Oslo Listed Shares can register for the AGM from Monday 29 July 2024 up to and including Friday 16 August 2024 before 17:00 CEST by providing ABN AMRO and the Company a duly completed and signed registration form that is annexed hereto as Appendix 1, which also can be obtained from the Company via email at [email protected] (T: +31 (0)33 285 1773) and be downloaded from the Company's website (www.envipco.com – General Meeting of Shareholders).

The registration form, duly completed and signed by the holder of Euronext Oslo Listed Shares must be provided to ABN AMRO at [email protected] and the Company at [email protected]. It must be accompanied with a statement of the custodian bank via which the holder of Euronext Oslo Listed Shares is holding his/her Euronext Oslo Listed Shares. The aforementioned statement of the applicable custodian bank must include the beneficial owner details of the holder of Euronext Oslo Listed Shares, the number of Euronext Oslo Listed Shares held by the relevant holder on the Record Date and the number of Euronext Oslo Listed Shares which have been applied for registration.

Upon due registration, ABN AMRO will issue a registration certificate for the registered holder of Euronext Oslo Listed Shares which shall be provided via the email address included in the registration form.

Proxy and Instruction to Vote

A shareholder who chooses to have himself represented at the meeting by a third party must – in addition to the registration requirements stated above – provide a proxy / voting instructions to that effect and submit it to ABN AMRO. A proxy / voting instructions can also be given to the chairman of the AGM.

Shareholders can do so via www.abnamro.com/shareholder or per physical form as per the document that is annexed to hereto as Appendix 2, which also can be obtained from the Company via email at [email protected] (T: +31 (0)33 285 1773) and be downloaded from the Company's website (www.envipco.com – General Meeting of Shareholders). The completed form, duly completed and signed by the shareholder, as applicable, must be provided to ABN AMRO at [email protected] and the Company at [email protected] by Friday 16 August 2024 before 17:00 CEST.

MEETING FACILITIES

Shareholders attending the AGM in person will only be admitted to the AGM upon submission of their registration certificate and presentation of a valid ID.

Shareholders will at all times have the possibility to exercise their voting rights by providing voting instructions in accordance with the proxy voting procedures. The Company also offers all shareholders that have registered for the AGM to follow the AGM by means of a Teams-meeting. It is noted that participants in the Teams-meeting can follow the meeting in audio and video but will not be able to ask questions or exercise voting rights in or via the Teams-meeting. Eligible shareholders that want to participate in the Teams-meeting are requested to send an email to [email protected] ultimately by Friday 16 August 2024 before 17:00 CEST.

Furthermore, shareholders that have registered for the AGM are invited to submit questions about the agenda items in advance via an email to [email protected] ultimately by Friday 16 August 2024 before 17:00 CEST. The Board of Directors shall address these questions, as appropriate, during the meeting.

Notice to holders of Euronext Oslo Listed Shares

The information set out herein for holders of Euronext Oslo Listed Shares does not constitute any recommendations or advice on behalf of, or from DNB Bank ASA in its capacity as the VPS Registrar. Holders of Euronext Oslo Listed Shares are recommended to seek legal and/or financial advice from their preferred advisor should they have any questions related to these AGM materials and/or to the information contained therein. Holders of Euronext Oslo Listed Shares or their advisors may contact the Company for guidance; this is including, but not limited to, any exercise of (indirect) shareholder rights they may have and/or should want to exercise.

Envipco Holding N.V.

The Board of Directors, Amersfoort, Friday 12 July 2024

Envipco Holding N.V, van Asch van Wijckstraat 4, Amersfoort, the Netherlands. +31.(0)33.285.1773 [email protected], www.envipco.com

Appendix 1 – Registration Form for holders of Euronext Growth Oslo Listed Shares

ENVIPCO HOLDING N.V. VAN ASCH VAN WIJCKSTRAAT 4, 3811 LP AMERSFOORT, THE NETHERLANDS

ANNUAL GENERAL MEETING OF ENVIPCO HOLDING N.V. TO BE HELD ON FRIDAY 23 AUGUST 2024

Registration Form for holders of Euronext Growth Oslo Listed Shares

The undersigned:

___________ (name)
___________ (address)
___________ (zip code / city)
___________ (country)
___________ (e-mail address)

hereby applies for registration for the annual general meeting of Envipco Holding N.V. (the "Company") to be held on Friday 23 August 2024 at 10:00 hours (CEST) at the Company's offices at Van Asch van Wijckstraat 4, 3811 LP, Amersfoort, the Netherlands.

As evidenced by the attached statement of ________________________________ (custodian bank), at the Record Date, the undersigned was the legal and beneficial holder of __________________________ Euronext Growth Oslo Listed Shares. This application for registration regards the aforementioned number of Euronext Growth Oslo Listed Shares.

Signed in: on:

By: Title:

Duly completed and signed form accompanied with a statement of the custodian bank via which the holder of Euronext Growth Oslo Listed Shares is holding such shares to be sent no later than Friday 16 August 2024 before 17:00 CEST to ABN AMRO at [email protected] and the Company at [email protected].

The aforementioned statement of the applicable custodian bank must include the beneficial owner details of the holder of Euronext Growth Oslo Listed Shares, the number of Euronext Growth Oslo Listed Shares held by the relevant holder on the Record Date and the number of the Euronext Growth Oslo Listed Shares which have been applied for registration.

Upon due registration, the holder of the Euronext Growth Oslo Listed Shares will be granted a power of attorney by DNB Bank ASA in its capacity as the VPS Registrar on the basis of which the holder of the Euronext Growth Oslo Listed Shares shall be entitled to vote on the registered Euronext Growth Oslo Listed Shares.

Upon due registration, ABN AMRO will issue a registration certificate for the registered holder of Euronext Growth Oslo Listed Shares which shall be provided via the email address included in the registration form.

Appendix 2 – Proxy / Voting Instructions

ENVIPCO HOLDING N.V. VAN ASCH VAN WIJCKSTRAAT 4, 3811 LP AMERSFOORT, THE NETHERLANDS

ANNUAL GENERAL MEETING OF ENVIPCO HOLDING N.V. HELD FRIDAY 23 AUGUST 2024

Proxy / Voting Instructions

The undersigned:
___________ (name)
___________ (address)
___________ (zip code / city)
___________ (country)
___________ (e-mail address)

acting in its / his capacity as holder of shares in Envipco Holding N.V., having its address at Van Asch van Wijckstraat 4, 3811 LP, Amersfoort, The Netherlands (the "Company").

Hereby grants full proxy and power of attorney to(*):

the Chairman of the meeting;
or
___________ (name)
___________ (address)
___________ (zip code / city)
___________ (country)
___________ (e-mail address)

(*) Check the applicable box. Check the box for "the Chairman of the meeting" if you do not have a preference for a representative. If no box is checked, it is assumed that the proxy and power of attorney is granted to the Chairman of the meeting.

to represent the undersigned, with the right of substitution, in the Annual General Meeting of the Company, which will be held at the Company's offices at Van Asch van Wijckstraat 4, 3811 LP, Amersfoort, the Netherlands, on Friday 23 August 2024 at 10:00 hours (CEST) and vote on behalf of the undersigned in any and all matters that will be proposed to the shareholders of the Company, with all powers which the undersigned would possess and would be able to execute if personally present at said meeting, and to resolve on any and all matters which the proxy holder may deem necessary and appropriate, subject to and in accordance with the instructions below.(**)

Direction of vote on the following matters: In favour Against Abstain
Adoption of annual
Agenda item 2b

accounts 2023
[
]
[
]
[
]
Appropriation of
Agenda item 2c

profits
[
]
[
]
[
]
Agenda item 4
-
Remuneration Report of
the Board of Directors
[
]
[
]
[
]
Agenda item 5
-
Discharge of the
executive members
of the Board of
Directors for 2023
[
]
[
]
[
]
Agenda item 6
-
Discharge of the non
executive members of the Board of
Directors for 2023
[
]
[
]
[
]
Agenda item 7
-
Proposal to approve the
updated Remuneration Policy
[
]
[
]
[
]
Agenda item 8
-
Proposal to reappoint
Mr.
Simon Bolton
as executive member of
the Board of Directors
[
]
[
]
[
]
Agenda item 9
-
Proposal to reappoint
Mr.
Gregory Garvey as non-executive
member of the Board of Directors
[
]
[
]
[
]
Agenda item 10
-
Proposal to reappoint
Ms.
Anne Jorun Aas as non-executive
member of the Board of Directors
[
]
[
]
[
]
Agenda item 11
-
Proposal to appoint
Ms.
Charlotta Gylche as non-executive
member of the Board of Directors
[
]
[
]
[
]
Agenda item 12
-
Proposal to appoint
Mr.
George Katsaros as non-executive
member of the Board of Directors
[
]
[
]
[
]
Agenda item 13
-
Proposal to designate
the authority to issue and grant rights to
subscribe for shares to the Board of
Directors
[
]
[
]
[
]
Agenda item 14
-
Proposal to designate
the authority to exclude or limit pre
emption rights to the Board of Directors in
respect of the issuance of shares or
[
]
[
]
[
]
Direction of vote on the following matters: In favour Against Abstain
granting of rights to subscribe for shares
pursuant to the designated authority given
as per agenda item 13
Agenda item 15
-
Appointment of BDO
Audit & Assurance B.V. as auditor for the
financial year 2024
[
]
[
]
[
]
Agenda item 16
-
Proposal to amend the
Company's articles of association
[
]
[
]
[
]

(**) In case of a proxy given to the Chairman of the meeting: in absence of clear voting instructions the votes shall in favor of the resolutions.

Signed in: on:

By: Title:

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