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EGM - 2025 03 14 FOTEX HOLDING_convening notice

Company: FotexHolding Date: 2025-03-14 Language: English Register to download

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# **FOTEX HOLDING Société Européenne Registered office: 28, avenue Pasteur, L-2310 Luxembourg RCS Luxembourg: B146938**

### **Convening notice**

## **FOTEX HOLDING Société Européenne (the "Company")**

### **hereby notifies its Shareholders that the Annual General Meeting of the Company**

will be held at 2:30 p.m. (Luxembourg time) on April 17th, 2025 at the registered office of the Company with the following agenda:

### **AGENDA**

- 1.) Presentation of the reports established by the Board of Directors of the Company concerning the Company's annual statutory accounts as at December 31st, 2024 and the consolidated financial statements as at December 31st, 2024;
- 2.) Presentation and approval of the reports established by the auditors of the Company concerning the Company's annual statutory accounts as at December 31st, 2024 and the Company's consolidated financial statements as at December 31st, 2024 prepared in accordance with the ESEF requirements;
- 3.) Presentation and approval of the Company's annual statutory accounts as at December 31st, 2024 and the consolidated financial statements as at December 31st, 2024 prepared in accordance with the ESEF requirements;
- 4.) Allocation of the results;
- 5.) Decision on the declaration of dividends on the ordinary shares;
- 6.) Decision on the declaration of dividends on the dividend preference shares;
- 7.) Approval of the remuneration policy;
- 8.) Discharge to the Board of Directors, the Audit Committee;
- 9.) Election of the Board of Directors;
- 10.)Election of the Audit Committee;
- 11.)Miscellaneous.

Any shareholder who holds one or more ordinary shares (*actions ordinaires*) of the Company on April 3rd, 2025 at 24:00 (Luxembourg time) shall have the right to cast a vote at the general meeting of the shareholders (also referred to as the "Meeting"). This date is the day of the proof of share ownership (the "Record Date"). The deposit of the shares after the record date is not requested by the Company to the exercise of voting rights.

The precondition of the voting is the registration of the shareholder's ownership right in the stock register.

Shareholders who wish to attend the Meeting in person, or a corporate shareholder wishing to send an authorised representative to attend the Meeting in person on its behalf, should notify the Company by returning the information letter to the Company (by mail at Fotex Holding, Société Européenne, 28, Avenue Pasteur, L-2310 Luxembourg or by fax at +352 2899 2826 99 or by e-mail at info@fotex.lu) by no later than 24:00 on the Record Date mentioned above of that fact and, in the case of an authorized representative, supply evidence of the authority given to that person to represent the relevant shareholder. Only information letter forms provided on the website of the Company (www.fotex.lu) shall be used and shall be taken into account.

Shareholders should also provide the Company with the relevant documentation evidencing their ownership of the shares by no later than April 10th, 2025 at noon. Such documentation may be submitted to the Company by mail at Fotex Holding, Société Européenne, 28, Avenue Pasteur, L-2310 Luxembourg or by fax at +352 2899 2826 99 or by e-mail at info@fotex.lu.

In the event that any shareholder votes through proxies, the proxy form shall be deposited at the registered office of the Company no later than April 10th, 2025 at noon. The proxy may be submitted to the Company by mail at Fotex Holding, Société Européenne, 28, Avenue Pasteur, L-2310 Luxembourg or by fax at +352 2899 2826 99 or by e-mail at info@fotex.lu. Only proxy forms provided on the website of the Company (www.fotex.lu) shall be used and will be taken into account.

The registration of the shareholders will start at the place of the Meeting half an hour before the opening of the Meeting.

The voting paper authorizing its holder to vote can be taken at the time of registration. The Company issues the voting paper for the shareholder or his/her proxy, if the shareholder or his/her proxy verifies his/her identity by an identity card or passport or, in case of companies, original company registration documents and specimen of signature during the registration interval preceding the Meeting itself.

Every certificate of a share of EUR 0.42 face value entitles a shareholder to one vote in the Meeting. A shareholder can vote with his proxy form indicating the strength of the voting power to be exercised in the Meeting.

One (1) or more shareholders holding together at least five (5) % of the share capital of the Company have the right to put items on the agenda of the Meeting and to table draft resolutions for items included or to be included on the agenda of the Meeting.

These requests shall be in writing and sent to the Company by postal services or electronic means at 28, Avenue Pasteur, L-2310 Luxembourg or at info@fotex.lu. They shall be accompanied by a justification of a draft resolution to be adopted in the Meeting. Furthermore, they shall indicate the postal or electronic address at which the Company may acknowledge receipt of these requests.

In addition, these requests shall be received by the Company not later than on the twenty-second (22) day prior to the date of the Meeting. The Company shall acknowledge receipt of the requests within forty-eight (48) hours from receipt.

The Company then shall publish a revised agenda not later than on the fifteenth (15) day prior to the date of the Meeting.

All the documents which will be submitted to the Meeting are available on the website of the Company (www.fotex.lu).

Luxembourg, March 14th, 2025

FOTEX HOLDING Société Européenne The Board of Directors