AGM Information • Mar 29, 2024
AGM Information
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INFORMAL TRANSLATION The following informal English translation is provided for informational purposes only. The legally binding text is the Dutch language one.
The Board of Directors is pleased to invite the shareholders of Lotus Bakeries NV to participate in the Ordinary Shareholders' Meeting that will be held on Tuesday 14 May 2024 at 10.00 AM at Gentstraat 52, 9971 Lembeke, Belgium, with the following agenda:
Motion:
"The Ordinary General Meeting of Shareholders resolves to adopt the financial statements of the company for the financial year ending on 31 December 2023, including the appropriation of profits and approval of the gross dividend of EUR 58 per share."
December 2023.
Motion:
"The Ordinary General Meeting of Shareholders resolves to adopt the remuneration report relating to the financial year ending on 31 December 2023."
Motion:
"The Ordinary General Meeting of Shareholders resolves to grant discharge to the directors for duties performed by them during the financial year ending on 31 December 2023."
Motion:
"The Ordinary General Meeting of Shareholders resolves to grant discharge to the statutory auditor for duties performed by him during the financial year ending on 31 December 2023."
Motion:
"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Beneconsult BV, with company registration number 0645.880.141 represented by its permanent representative Ms Benedikte Boone, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee - to reappoint them for a term of four years, ending immediately after the 2028 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."
Motion:
"The Ordinary General Meeting of Shareholders acknowledges the end of the director's mandate of Concellent NV, with company registration number 0874.495.976 represented by its permanent representative Ms Sofie Boone, as non-executive director of the company, and resolves - based on a proposal by the Board of Directors, assisted in this by the Remuneration and Nomination Committee to reappointment them for a term of four years, ending immediately after the 2028 Ordinary General Meeting. The director will receive an annual remuneration for this in accordance with the approved remuneration policy."
"To the extent necessary, the Ordinary General Meeting of Shareholders further resolves to extend the mandate of the auditor PwC Bedrijfsrevisoren BV, with registered office at 1831 Diegem, Culliganlaan 5, registered with the Crossroads Bank for Enterprises under number 0429.501.944, permanently represented by Lien Winne BV (B00989), company auditor, registered with the Crossroads Bank for Enterprises under number 0698.599. 344, permanently represented by Lien Winne, also company auditor, and to add to the appointment, for a period of 1 year until after the general meeting approving the financial statements as at 31 December 2024, the assurance assignment on the consolidated sustainability reporting for FY 2024 as required by Directive (EU) 2022/2464 of 14 December 2022 amending Regulation (EU) no. 537/2014, Directive 2004/109/EC, Directive 2006/43/EC and Directive 2013/34/EU, in relation to sustainability reporting by companies (CSRD). This mandate will be considered the legal mandate as it will be provided by the law transposing the CSRD once it is promulgated."
"The Ordinary General Meeting of Shareholders grants a proxy to each member of the Board of Directors, as well as to Ms Brechtje Haan, electing domicile at the registered office of the company for these purposes, each acting independently and with power of substitution, to prepare, execute and sign all the documents, instruments, actions and formalities, and provide all necessary and useful instructions to implement the foregoing decisions, as well as to fulfil the formalities in view of registering/adjusting the data at the Crossroads Bank for Enterprises."
Please note that Lotus Bakeries may announce changes that have an impact on the practical organization of the Shareholders' meeting on its website www.lotusbakeries.com.
Only persons who meet the two conditions listed under (A) and (B) infra, are entitled to participate in and to vote at the Shareholders' Meeting. We appreciate your understanding that we cannot allow additional persons during the Shareholders' Meeting.
The shareholder must be able to prove that he/she owned the number of shares with which he/she wishes to participate in the Shareholders' Meeting on Tuesday, April 30, 2024 at midnight (Belgian Time) (= "Registration Date").
Every shareholder should confirm to the company, whether or not via his/her financial intermediary, his/her intention to participate in the Shareholders' Meeting and the number of shares with which he/she wishes to take part in the vote before 8 May 2024 at 12 PM.
This notification must be received by Lotus Bakeries no later than 8 May 2024 at 12 PM via the Lumi Connect platform (www.lumiconnect.com). Instructions are available on the Lumi Connect platform.
Holders of registered shares will receive a personal invitation, with instructions, by email. Shareholders for whom Lotus Bakeries NV does not possess an email address will be invited by mail.
Holders of dematerialised shares may do so directly on the Lumi Connect platform or via a financial intermediary acting on behalf of the shareholder.
The company emphasises that these formalities are free of charge for shareholders.
Every shareholder, who meets the above eligibility criteria, may be represented at the Shareholders' Meeting by a proxy holder, who must not be a shareholder. Subject to exceptions provided for in the Companies and Associations Code, a shareholder may only appoint one proxy holder.
The shareholder is requested to fill out the proxy before 8 May 2024 at 12 PM on the Lumi Connect platform (www.lumiconnect.com). For shareholders who prefer a written proxy, the standard proxy made available by the board of directors should be used. This is available on the website www.lotusbakeries.com/shareholdersmeeting.
As of the 29th of March 2024 after 6 PM, all documents and the information mentioned in Article 7:129(3) of the Companies and Associations Code will be available on the website : www.lotusbakeries.com/shareholders-meeting.
As of this date, every shareholder can obtain a copy of the documents which, by law, have to be available at the registered office of the company, during normal office hours on business days.
Each shareholder is entitled to ask (written) questions to the Board of Directors concerning their statutory report or concerning agenda items as well as to the auditor of Lotus Bakeries NV concerning her audit report during or before the Shareholders' Meeting. Shareholders, who validly confirmed their participation in the Shareholders' Meeting, may submit these written questions by email ([email protected]) or posting on the Lumi Connect platform www.lumiconnect.com, prior to the Shareholders' Meeting. Lotus Bakeries NV should receive all prior written questions from the shareholders at the latest by 8 May 2024 at 5 PM.
Further information concerning the right to ask questions is available on the website of the company www.lotusbakeries.com/shareholders-meeting.
One or more shareholders holding together at least 3% of the share capital of Lotus Bakeries NV may (i) add items on the agenda of the Shareholders' Meeting and (ii) file motions relating to existing or new items on the agenda. Lotus Bakeries NV should receive these requests, including proof of the required participation and the text of the new items and the corresponding motions, at the latest by 22 April 2024. Should the case arise, the company will publish a revised agenda on 29 April 2024 at the latest.
Upon receipt of these requests, the company shall acknowledge good receipt thereof by email or by mail, to the address provided by the shareholder for this purpose.
Further information concerning the right to add agenda items and file motions is available on the website of the company: www.lotusbakeries.com/shareholders-meeting.
The company is responsible for the processing of personal data which it receives from shareholders and proxy holders within the context of the Shareholders' Meeting. The processing will be carried out for the purpose of the proper organisation of the 2024 Shareholders' Meeting. The data includes identification details, number of shares, proxies and voting instructions. This data may be passed on to third parties (such as banks) if necessary and will be shared with Lumi NV. The data will be kept for no longer than is necessary in the light of the aforementioned purpose. You can find more information about your rights concerning your personal data in our online privacy disclaimer on www.lotusbakeries.com.
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Any notification to Lotus Bakeries NV related to this notice of a meeting must take place via the platform www.lumiconnect.com, or by email to [email protected].
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The Board of Directors
Registered office: Gentstraat 1, B-9971 Lembeke Register of Legal Entities in Ghent, Company registration number 0401.030.860 Tel. (+32 ) (0)9 376 26 11 Further information about Lotus Bakeries: www.lotusbakeries.com
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