Pre-Annual General Meeting Information • Mar 25, 2025
Pre-Annual General Meeting Information
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B&S Group S.A., a public limited liability company (société anonyme) having its registered office at 14, rue Strachen, L-6933 Mensdorf, GD-Luxembourg, registered with R.C.S. Luxembourg under number B135944 (B&S or the Company) has decided to hold its Annual General Meeting (the AGM or the Meeting) on Friday April 25, 2025.
Shareholders are required to exercise their voting rights exclusively in accordance with the procedures set out in this convening notice. Shareholders are kindly referred to their financial intermediary or http://www.abnamro.com/evoting for more details on how to exercise their voting right electronically.
Dear Shareholder,
Notice is hereby given that the AGM of the Company will be held on Friday April 25, 2025 at 09:30 CEST at Hotel Le Royal, 12 Boulevard Royal, Luxembourg, GD-Luxembourg.
The Company intends to appoint: Mr. Derk Doijer, Chair of the Supervisory Board, as Chairman of the Meeting; Mr. Bas Schreuders as Scrutineer of the Meeting and Ms. Simone van den Eertwegh as Secretary, together constituting the bureau of the Meeting. If any of the persons mentioned above cannot, for any reason whatsoever, attend the Meeting any other persons may be appointed subject to the terms of the articles of association of the Company (the Articles).
This invitation to the Meeting has to be read in conjunction with the following documents all of which will be made available on the corporate website of the Company:
B&S Group S.A.
The Executive Board
Luxembourg, March 25, 2025
Agenda item 2 – Report from the Executive Board, the Supervisory Board and the External Auditor on the company annual accounts and the consolidated financial statements 2024
The Executive Board presents the performance of B&S in the financial year 2024 as described in the Results section as part of the Annual Report 2024. The Supervisory Board presents its observations on the reports of the Executive Board, the annual accounts and the consolidated financial statements for the financial year 2024 as described in the Supervisory Board report 2024 as part of the Annual Report 2024. The shareholders are presented with the External Auditor's Reports for the financial year 2024.
It is proposed to the shareholders to approve the consolidated financial statements for the financial year 2024 in their entirety.
The AGM of shareholders, after having reviewed the Supervisory Board report, Executive Board report and the report of the External Auditor, approves the consolidated financial statements for the financial year 2024 prepared in accordance with IFRS as adopted by the European Union in their entirety, according to which B&S recorded a consolidated profit of the year from continuing operations in the amount of EUR 47,187,000 of which EUR 39,930,000 is attributable to the owners of the Company (after deduction of the profit attributable to minorities – so-called 'non-controlling interests' - in several B&S subsidiaries).
It is proposed to the shareholders to approve the company annual accounts for the financial year 2024 in their entirety.
The AGM of shareholders, after having reviewed the Supervisory Board report, Executive Board report and the report of the External Auditor, approves the company annual accounts for the financial year 2024 prepared in accordance with Luxembourg GAAP in their entirety, according to which B&S recorded a loss of the financial year in the amount of EUR 5,199,000.
It is proposed to the shareholders to distribute dividend and add an amount to the reserves. The AGM of shareholders is to acknowledge that the dividend will be paid on or around July 3, 2025.
The AGM of shareholders acknowledges that the profit and loss account for the financial year started on 1 January 2024 and ended on 31 December 2024 shows a profit of EUR 39,930,000.
The AGM of shareholders, upon the proposal of the Executive Board, decides to allocate the profit of B&S based on its annual accounts for the financial year 2024 as follows:
to distribute an amount of EUR 15,972,000 as dividend (0.19 eurocents gross per ordinary share) which will be made payable on or around July 3, 2025 to shareholders on record on April 30, 2025, the ex-dividend date being April 29, 2025; and
to add an amount of EUR 23,958,000 to the other reserves.
It is proposed to the shareholders to approve the Executive Board's management in 2024 and to grant discharge to the members of the Executive Board in office in 2024 in relation to the financial year 2024.
The AGM of shareholders approves the Executive Board's management in 2024 and decides to grant discharge to the members of the Executive Board in office in 2024 in relation to the financial year 2024.
It is proposed to the shareholders to approve the Supervisory Board's supervision in 2024 and to grant discharge to the members of the Supervisory Board in office in 2024 in relation to the financial year 2024.
The AGM of shareholders approves the Supervisory Board's supervision in 2024 and decides to grant discharge to the members of the Supervisory Board in office in relation to the financial year 2024.
The Selection, Appointment and Remuneration Committee has clarified the remuneration of the members of the Executive Board and the members of the Supervisory Board in the past financial year, based on the currently valid and applicable Remuneration Policy as adopted at the Annual General Meeting of Shareholders on May 18, 2021, in its remuneration report 2024, which can be found in the Annual Report 2024 on Page 69 and is submitted for information to the Meeting.
In accordance with the rotation schedule of the members of the Supervisory Board (available on the corporate website), the term of Mr. L.D.H. (Leendert) Blijdorp will expire per the end of this Annual General Meeting.
In accordance with article 23 of the Articles, the Supervisory Board is submitting a proposal to re-appoint Mr. Blijdorp as member of the Supervisory Board for a period of four years. The term will start immediately after the end of this Meeting and will continue through the end of the Annual General Meeting in 2029.
Mr. Blijdorp holds several board and committee member positions in family related companies. Mr. Blijdorp holds over 10 years of experience in senior and managerial roles and has been actively involved in commercial and financial management, as well as project management in the field of IT, procurement and compliance and control. He holds a bachelor's degree in International Business and Management from the RUG (University of Groningen), the Netherlands.
Mr. Blijdorp brings extensive international business acumen and management expertise as well as experience within the complex business environment of B&S Group and the specific markets in which it operates. This experience and knowledge contribute to the Group's long-term strategy, where his skills in digital commerce and deep knowledge of diverse geographies and cultural aspects add value to the Supervisory Board and contribute to maintaining its diverse composition.
Taking into account the independence criteria listed in best practice principles 2.1.7 and 2.1.8 of the Dutch Corporate Governance Code, Mr. Blijdorp is considered not to be independent. The Supervisory Board deviates from this provision as it finds it necessary for its Supervisory Board members to focus on long-term value creation and to safeguard the continuity of the B&S Group in the best possible way. The nomination serves as proper representation of persons in the direct line of descent to the
founder and majority shareholder of B&S Group (Mr. W.A. Blijdorp), therewith confirming the long-term commitment towards value creation and continuity.
The AGM of shareholders re-appoints Mr. L.D.H. Blijdorp as a member of the Supervisory Board effective immediately and for a term expiring at the end of the Annual General Meeting in 2029.
In accordance with the rotation schedule of the members of the Supervisory Board (available on the corporate website), the term of Mr. E.C. (Bert) Tjeenk Willink will expire per the end of this Annual General Meeting.
In accordance with article 23 of the Articles, the Supervisory Board is submitting a proposal to re-appoint Mr. Tjeenk Willink as member of the Supervisory Board for a period of four years. The term will start immediately after the end of this Meeting and will continue through the end of the Annual General Meeting in 2029.
Mr. Tjeenk Willink has significant Supervisory Board membership experience gained in the pharmaceutical and biotech industry and multiple start-ups in different sectors. He gained 30 years of experience in the pharmaceutical industry, for instance, with multinational Boehringer Ingelheim GmbH as Member of the Board of Managing Directors. With his extensive experience in multiple managerial roles within large international organizations and his broad strategic and operational experience in marketing & sales and business development, he will bring substantial added value to the Supervisory Board. The proposed appointment complies with the profile drawn up by the Supervisory Board. Mr. Tjeenk Willink will act as an independent member of the Supervisory Board.
The AGM of shareholders re-appoints Mr. E.C. Tjeenk Willink as a member of the Supervisory Board effective immediately and for a term expiring at the end of the Annual General Meeting in 2029.
The Annual General Meeting will validly deliberate on all resolutions on the agenda regardless of the number of shareholders present and of the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented. Each share is entitled to one vote.
The agenda, explanatory notes thereto, the proxy form, the correspondence voting form, the total number of shares and voting rights at the date of this invitation, the Annual Report 2024 and the company annual accounts 2024 are available on the corporate website as from today: https://www.bs-group-sa.com/investors/corporate-governance/general-meetings
Hardcopies of these documents may be obtained free of charge by request sent by email to [email protected] or at the registered office of B&S at 14, rue Strachen, L-6933 Mensdorf, GD-Luxembourg.
One or more shareholders representing together at least 5% of the issued share capital of B&S have the right to place items on the agenda of the Meeting and/or table draft resolutions regarding existing or new agenda items.
Any such request must be received by B&S no later than on the 22 day before the AGM, i.e. by and including Thursday, April 3, 2025. Such request must be sent by e-mail to [email protected] or postal mail (to B&S Group S.A., for the attention of the Company Secretary, 14, rue Strachen, L-6933 Mensdorf, GD-Luxembourg) and must include either: (a) the text of the new agenda item and, a draft resolution or a background explanation or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (postal address or e-mail) to enable B&S to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were shareholder(s) of B&S for at least (/together) 5% of the issued share capital of B&S on (i) the date of the request and, when available, (ii) the Record Date (as such term is defined below).
B&S will hold the Meeting on April 25, 2025.
If you are a holder of shares of the Company on the Record Date and wish to participate in the Meeting (as per any of the procedures set out below), you are required to inform the Company at the latest on the Record Date, by sending an e-mail to [email protected] confirming your intention to participate at the Meeting and notifying the number of shares you hold in the Company. Please be aware that sending this e-mail does not exempt you from complying with the procedures set out below for voting at the Meeting.
Shareholders, who wish to attend the meeting in person or by means of a proxy are requested to register themselves via www.abnamro.com/evoting or register through their financial intermediary no later than by the Record Date. In all circumstances, the intermediaries will need to issue a statement via http://www.abnamro.com/intermediary, no later than 17:00 CEST on April 22, 2025, stating that the shares were registered in the name of the holder thereof on the Record Date whereupon the holder will receive a proof of registration (the "Registration Note") which will also serve as an admission ticket for the Meeting. In addition, the intermediaries are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner.
Registration for admission to the Meeting will take place between 9:00 and 9:30 CEST, the start of the Meeting. It is not possible to register for admission after this time. The person exercising the proxy should present the Registration Note and a copy of the proxy at the registration desk prior to the Meeting. Shareholders or their representatives will need to sign the attendance list of the AGM. Attendees to the
AGM may be requested to show a valid identification before and during the AGM. Access may be declined in case no proof of registration or identification can be provided.
During the AGM, it is not allowed to use mobile phones, other communication devices or social media.
The persons entitled to exercise their voting rights and vote on the voting items in the Meeting scheduled on Friday, April 25, 2025 shall be those persons who, after all changes have been processed, have these rights on Friday, April 11, 2025 at midnight (00:00) (the "Record Date") and are registered as such in B&S' shareholders register or in the administration held by the intermediaries with Euroclear Nederland within the meaning of the Dutch Securities Giro Transfer Act (Wet Giraal Effectenverkeer).
In all instances, the shareholder will have to obtain a proof of ownership of their B&S shares from their respective financial intermediary, with respect to their shareholding on the Record Date (the "Confirmation of Entitlement"). The Confirmation of Entitlement must indicate the identity of the owner of the B&S shares, the number of shares registered, and that the relevant shares were registered in the financial intermediary's records in the holder's name on the Record Date.
Shareholders on the Record Date may cast their vote in writing, by correspondence.
The correspondence voting form for the Meeting is available at https://www.bs-groupsa.com/investors/corporate-governance/general-meetings/.
Shareholders must have obtained and delivered the completed, dated and signed correspondence voting form and the Confirmation of Entitlement issued by the financial intermediary dated on the Record Date to B&S, per post for the attention of the Company Secretary to, 14, rue Strachen, L-6933 Mensdorf, GD-Luxembourg or per e-mail to [email protected] the latest on April 22, 2025 by 12:00 CEST.
The voting rights can be exercised electronically in advance of the Meetings through: www.abnamro.com/evoting; electronic voting will not be possible during the Meeting. For more details on how to exercise voting rights please visit www.abnamro.com/evoting.
Votes may be cast electronically until April 22, 2025, 12:00 CEST via http://www.abnamro.com/evoting.
In connection with the Meeting, shareholders on the Record Date may give voting instructions to B&S' Company Secretary (with a right of subdelegation to another person designated by B&S), or to any other person designated by them. B&S may request such additional information from the proxyholder (other than B&S' Company Secretary or its subdelegate) as is necessary and proportionate to identify the relevant proxyholder.
A proxy form for the Meeting is available at https://www.bs-group-sa.com/investors/corporategovernance/general-meetings. Shareholders (or their respective financial intermediaries) will have to provide ABN AMRO and, upon request, B&S (at the contact details set out below), with the completed, dated and signed proxy form and the Confirmation of Entitlement issued by the financial intermediary dated on the Record Date the latest on April 22, 2025, by 17:00 CEST.
The Company Secretary (or the subdelegated proxyholder) will vote in accordance with the instructions given by the shareholder through the proxy form. If no voting instructions are given in the proxy form, the Company Secretary (or the subdelegated proxyholder) will vote in favor of the resolutions proposed.
Shareholders who wish to revoke their proxy may do so by timely delivering a properly executed laterdated proxy in accordance with the procedures set out above no later than April 22, 2025 by 12:00 CEST, or by logging in at www.abnamro.com/evoting.
The Company will on a best-efforts basis provide responses to the questions related to items on the agenda of the Meeting during the questions & answers session in the Meeting.
ABN AMRO N.V.
Corporate Broking & Issuer Services HQ 7212 Gustav Mahlerlaan 10 NL-1082 PP Amsterdam, the Netherlands E-mail:[email protected]
B&S Group S.A.'s registered office
14, rue Strachen L-6933 Mensdorf GD-Luxembourg R.C.S. Luxembourg: B135944 [email protected]
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