Pre-Annual General Meeting Information • Apr 30, 2024
Pre-Annual General Meeting Information
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La Hulpe, Belgium – April 30, 2024, 7:00 a.m. CET – [INSIDE INFORMATION] Unifiedpost Group (Euronext: UPG), a leading provider of integrated business communications responds to the additional agenda items for the Ordinary General Shareholders Meeting of May 21, 2024 along with the submission of proposals for resolutions on certain agenda items which it has received from Alychlo NV. In addition, Unifiedpost Group announces an exclusive negotiation with PostNord Strålfors for the sale of all shares in the 21 Grams Group in the Nordics and at the same time a strategic commercial partnership for the distribution of Banqup and B2B digital products for the Nordic markets and EU roaming.
[INSIDE INFORMATION] As detailed in the press release of April 29, 2024 (https://investors.unifiedpostgroup.com/newsreleases/news-release-details/additional-agenda-items-ordinary-general-shareholders-meeting), Alychlo NV has informed the Board of Directors of Unifiedpost Group of its decision to exercise the right to add additional agenda items onto the agenda of the forthcoming Ordinary General Shareholders Meeting of May 21, 2024 and its submission of proposalsfor resolutions on those agenda items. Based on the advice of the Nomination and Remuneration Committee (the "Committee"), the Board of Directors of Unified Group (the "Board") makes the following recommendations to the shareholders.
The Committee has provided a neutral advice regarding the appointment of Crescemus BV, with enterprise number 0521.873.163, represented by its permanent representative, Pieter Bourgeois to serve as director of the company for the proposed term and remuneration. Upon reviewing the curriculum vitae of Pieter Bourgeois, the Committee acknowledges that Mr. Bourgeois's qualifications and expertise are suitable for the directorial role. However, due to the absence of interviews with Mr. Bourgeois, the Committee cannot evaluate the potential impact of his appointment on the dynamics of the Board.
The Board follows the advice of the Nomination and Remuneration Committee.
Recommendation of the Board: "The Board of Directors recommends to leave the decision of the appointment of Crescemus BV, with enterprise number 0521.873.163, represented by its permanent representative, Pieter Bourgeois to serve as director of the company for the proposed term and remuneration at the discretion of the ordinary general meeting."
The Committee has provided a neutral advice regarding the appointment of Bever Consulting BV, with enterprise number 0883.695.635, represented by its permanent representative, Els Degroote, to serve as director of the company for the proposed term and proposed remuneration. Upon reviewing the curriculum vitae of Els Degroote, the Committee acknowledges that Mrs. Degroote's qualifications and expertise are suitable for the directorial role. However, due to the absence of interviews with Mrs. Degroote, the Committee cannot evaluate the potential impact of her appointment on the dynamics of the Board.
The Board deviates from the Committee's advice. They deem the appointment of Bever Consulting BV as unfit with the operational cohesion and dynamics of the Board and believe it does not enhance the Board's effectiveness.
Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the appointment of Bever Consulting BV, with enterprise number 0883.695.635, represented by its permanent representative, Els Degroote, as director of the company."
The Committee has issued a negative advice regarding the appointment of Jinvest BV, with enterprise number 0477.073.417, represented by its permanent representative, Jürgen Ingels, to serve as independent director of the company for the proposed term and proposed remuneration. The Committee has evaluated the independence criteria outlined in article 3.5. of the Belgian Corporate Governance Code 2020 and article 3.3. (c) of the Corporate Governance Charter of Unifiedpost Group. It has determined that Jinvest BV is proposed for nomination by a shareholder holding more than 10% of the capital and therefore fails to meet the independence criteria as set out in in article 3.5. point 5 b of the Belgian Corporate Governance Code 2020 and article 3.3. (c) (v) of the Corporate Governance Charter of Unifiedpost Group.
The Board follows this advice due to uncertainty regarding whether Jinvest BV (i) meets the required level of independence as stipulated in article 7:87 of the Belgian Companies and Associations Code, and (ii) maintains significant commercial, financial, and interpersonal connections with Alychlo NV.
Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the appointment of Jinvest BV, with enterprise number 0477.073.417, represented by its permanent representative, Jürgen Ingels, as director of the company."
The Committee has issued a negative advice regarding the appointment of Yellowfin Ventures BV, with enterprise number 0669.583.377, represented by its permanent representative, Joris Van Der Gucht, to serve as independent director of the company of the company for the proposed term and proposed remuneration. The Committee has evaluated the independence criteria outlined in article 3.5. of the Belgian Corporate Governance Code 2020 and article 3.3. (c) of the Corporate Governance Charter of Unifiedpost Group. It has determined that Yellowfin Ventures BV is proposed for nomination by a shareholder holding more than 10% of the capital and therefore fails to meet the independence criteria as set out in in article 3.5. point 5 b of the Belgian Corporate Governance Code 2020 and article 3.3. (c) (v) of the Corporate Governance Charter of Unifiedpost Group.
The Board follows this advice due to uncertainty regarding whether Yellowfin Ventures BV (i) meets the required level of independence as stipulated in article 7:87 of the Belgian Companies and Associations Code, and (ii) maintains significant commercial, financial, and interpersonal connections with Alychlo NV and/or its proposed directors.
Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the appointment of Yellowfin Ventures BV, with enterprise number 0669.583.377, represented by its permanent representative, Joris Van Der Gucht as director of the company."
The Board unanimously values the enduring contributions made by AS Partners BV, represented by Stefan Yee, to the company's growth and evolution. The Board believes that AS Partners BV will uphold the company's strategy in the future.
Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the dismissal of AS Partners BV, with enterprise number 0466.690.556, represented by its permanent representative, Stefan Yee, as director of the company."
The Board unanimously values the enduring contributions made by First Performance AG, represented by its permanent representative, Michaël Kleindl, to the company's growth and evolution. The Board believes that First Performance will uphold the company's strategy in the future.
Recommendation of the Board: "The Board of Directors recommends the ordinary general meeting to vote against the dismissal of First Performance AG, with enterprise number 0781484854, represented by its permanent representative, Michaël Kleindl, as director of the company."
Unifiedpost Group will include the additional items on the agenda, along with the accompanying proposals for decisions requested by Alychlo NV and, shall, in accordance with Article 7:130 § 3 of the Belgian Company and Association Code, publish a new agenda no later than 15 days prior to the Ordinary General Shareholders Meeting of May 21, 2024. At that time, the amended agenda and the amended proxy to vote will be made available on the website https://www.unifiedpost.com/en/investor-relations.
[INSIDE INFORMATION] Unifiedpost Group also announces an exclusive negotiation with PostNord Strålfors for the sale of all shares in 21 Grams Group in the Nordics and at the same time a strategic commercial partnership for the distribution of Banqup and B2B digital products for the Nordic markets and EU roaming. The exclusive negotiations are currently ongoing, and the sale price is not yet determined. The potential transaction will be subject to regulatory approvals, customary closing conditions and positive outcome of the ongoing negotiations.
The 21 Grams Group generated a total revenue of €83,2 million in 2023 with a gross margin of 15,5% (of which the digital processing revenue €28,5 million (mainly B2C) with a gross margin of 21,1%). The transaction will impact our operations in Sweden, Denmark, and Norway. The 21 Grams group employed 89 full-time equivalents as of 31 December 2023.
For more information please contact: Unifiedpost Group SA La Hulpe, Belgium Email: [email protected]
Unifiedpost is a leading cloud-based platform for SME business services built on "Documents", "Identity" and "Payments". Unifiedpost operates and develops a 100% cloud-based platform for administrative and financial services that allows real-time and seamless connections between Unifiedpost's customers, their suppliers, their customers, and other parties along the financial value chain. With its one-stop-shop solutions, Unifiedpost's mission is to make administrative and financial processes simple and smart for its customers. Since its founding in 2001, Unifiedpost has grown significantly, expanding to offices in 33countries, with more than 500 million documents processed in 2021, reaching over 2.100.000 SMEs and more than 2.500 Corporates across its platform today. Noteworthy facts and figures:
Warning about future statements: The statements contained herein may contain forecasts, future expectations, opinions and other future-oriented statements concerning the expected further performance of Unifiedpost Group on the markets in which it is active. Such future-oriented statements are based on the current insights and assumptions of management concerning future events. They naturally include known and unknown risks, uncertainties and other factors, which seem justified at the time that the statements are made but may possibly turn out to be inaccurate. The actual results, performance or events may differ essentially.
from the results, performance or events which are expressed or implied in such future-oriented statements. Except where required by the applicable legislation, Unifiedpost Group shall assume no obligation to update, elucidate or improve future-oriented statements in this press release in the light of new information, future events or other elements and shall not be held liable on that account. The reader is warned not to rely unduly on future-oriented statements.
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