Pre-Annual General Meeting Information • Apr 18, 2025
Pre-Annual General Meeting Information
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The shareholders of Roularta Media Group NV are invited to the general meeting, which will be held which will be held on Tuesday, 20 May 2025 at 11.00 at the company's registered office at Meiboomlaan 33, B-8800 Roeselare.
1. Reading of the annual report with the corporate governance declaration of the board of directors and the company's consolidated sustainability reporting for the financial year 2024.
2. Reading of the statutory auditor's report on the annual accounts of NV Roularta Media Group, the consolidated annual accounts for the year ended 31 December 2024 and the assurance report on the sustainability information.
3. Deliberation and approval of the annual accounts at 31 December 2024 and appropriation of the profit.
Motion: the general meeting approves the annual accounts at 31 December 2024, including the motion by the board of directors not to pay out a dividend.
4. Deliberation of the consolidated annual accounts and the consolidated reports for the year ending 31 December 2024.
5. Granting of discharge to the directors and the auditor.
Motion: the general meeting votes separately on a resolution to grant discharge to the directors and the statutory auditor in respect of the exercise of their duties in the 2024 financial year.
6. Approval of the remuneration report.
Motion: the general meeting approves the remuneration report for the financial year 2024.
7. Approval of the company's remuneration policy, as accepted by the board of directors on 4 April 2025 and made available on the company's website (see www.roularta.be/en/roularta-stock-market/general-meeting-2025).
Proposed decision: the general meeting approves the company's remuneration policy, as accepted by the board of directors on 4 April 2025.
Entitlement to take part in the general meeting is granted only to those shareholders whose securities are registered by the record date, this being Tuesday, 6 May 2025 at midnight (24:00) Belgian time.
For nominal shareholders, the proof of registration in the shareholder register on the registration date will apply.
The owners of dematerialised shares must have the securities with which they wish to participate in the general meeting registered by the registration date at the latest.
Nominal shareholders are requested to inform the board, no later than Wednesday, 14 May 2025, of their intention to attend the general meeting, either by post to Roularta Media Group NV, Meiboomlaan 33, 8800 Roeselare, or by email to [email protected].
Holders of dematerialised shares need both to inform the board of their intention to participate in the general meeting (in the manner indicated above) and to provide evidence of the fulfilment of the registration formalities to ING Bank, in both cases no later than Wednesday, 14 May 2025 within office hours. They will be admitted to the general meeting following confirmation by the ING Bank to Roularta Media Group NV of the completion of the registration formalities or submission of the certificate issued by the depositary institution, recognised account holder or settlement institution confirming that registration took place by the registration date.
Every shareholder who has fulfilled the previously stated admission requirements (registration / notification) may: (1) participate physically in the general meeting that is held at the registered office of the company.
(2) vote by proxy: Shareholders who wish to vote in this way must use the proxies with specific voting instructions that the company is making available through its website www.roularta.be/en/roularta-stock-market/general-meeting-2025. Other proxies will not be accepted. This proxy can be sent by post (to the registered office of the company) or by e-mail ([email protected]) with a scanned or photographed copy of the completed and signed proxy. In order to validly participate in the voting in this way, this proxy must be delivered to the company no later than Wednesday, 14 May 2025.
(3) vote by letter: Each shareholder may cast his or her vote by letter using a voting form (see Article 7:146 Belgian Companies and Associations Code) which is being made available on the company's website (www.roularta.be/en/roularta-stock-market/ general-meeting-2025). To vote in this way, a scanned or photographed copy of the completed and signed voting form can be sent by post (to the registered office of the company) or by e-mail (to [email protected]). IIn order to validly participate in the voting in this way, the voting form must be delivered to the company no later than Wednesday 14 May 2025.
One or more shareholders jointly owning at least 3% of the capital of the company are permitted to add discussion topics to the agenda of the general meeting and submit motions with regard to subjects already included or to be included on the agenda.
Shareholders wishing to exert this right are asked to submit their requests in writing by Monday, 28 April 2025 at the latest. Requests should be submitted by post to Roularta Media Group NV, f.a.o. Sophie Van Iseghem, Meiboomlaan 33, 8800 Roeselare or by email to [email protected]. Depending on the subject matter, requests must be accompanied by (1) details of the subjects to be discussed and the associated motions or details of the motions to be placed on the agenda, as well as (2) proof, in accordance with Article 7:130 of the Belgian Companies and Associations Code, that they own at least 3% of the capital and (3) a postal or email address for the shareholder(s) to which the company can send confirmation of the request within 48 hours of receipt. When items are added to the agenda, the company will issue an amended agenda by Monday, 5 May 2025 at the latest.
All shareholders who have completed the formalities to participate in the general meeting ask questions in writing by sending them to the company, by Wednesday, 14 May 2025 at the latest, by letter or email ([email protected]). The written questions will be answered orally by the board of directors and/or the statutory auditor during the general meeting before the vote, provided that the divulging of the facts or data is not such that it would have an adverse effect on the commercial interests of the company or be in breach of the confidentiality obligations to which the company, its directors or statutory auditor have committed. The answers to these written questions will be published on the company's website (www.roularta.be/en/roularta-stock-market/ general-meeting-2025).
The annual report 2024 (in Dutch and English), as well as other information as required under section 7:129, §2 of the Belgian Companies and Associations Code, may be consulted either on the company website (www.roularta.be) or during normal office hours at the company office at Meiboomlaan 33, 8800 Roeselare. Shareholders may also request a free copy of the annual report (in Dutch and English), as well as other information required under section 7:129, §2 of the Belgian Companies and Associations Code, by post (Meiboomlaan 33, 8800 Roeselare) or by email ([email protected]).
Roularta Media Group NV is responsible for the processing of personal data that it receives and/or collects with regard to shareholders and proxy vote holders in the context of the general meeting. The processing of this personal data is done for the purpose of organising and holding the general meeting. The personal data includes, among other things, identification data of the shareholders and proxy vote holders, the number of shares the company has, proxies and voting instructions, and will be stored by Roularta Media Group NV for a period of maximum 10 years after the general meeting. This data can also be transferred to third parties for the purpose of providing certain services to Roularta Media Group in the context of organising and holding the general meeting. For more information, we would like to refer you to our privacy policy, which can be freely consulted on our website at the following link: https://www.roularta.be/nl/privacy-policy. In accordance with the General Data Protection Regulation, you have the right to inspect and correct your data at any time. If you have any further questions or comments with regard to this data or your rights as a data subject, you can contact us at the e-mail address below: [email protected].
The Board of Directors
Public Limited Company Meiboomlaan 33, 8800 Roeselare Ghent, department Kortrijk Register of Companies VAT BE-0434.278.896
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