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D'Ieteren Group

Pre-Annual General Meeting Information May 5, 2025

3937_rns_2025-05-05_79ae90dc-d661-46f2-a627-dc16183f83b3.pdf

Pre-Annual General Meeting Information

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CONVENING NOTICE

The shareholders are invited to the Ordinary General Meeting (the "Meeting") of D'Ieteren Group SA/NV (the "Company") which will be held on Thursday 5 June 2025, at 3:00 pm at the registered office of the Company, rue du Mail 50, 1050 Brussels (Belgium).

ORDINARY GENERAL MEETING Agenda

    1. accounts and on the consolidated accounts for the financial year 2024, and limited assurance report of the Statutory Auditor on the sustainability information for the financial year 2024. Communication of the consolidated accounts for the financial year 2024.
    1. Approval of the annual financial statements as at 31 December 2024, including the profit distribution.

Proposal to approve the annual accounts as at 31 December 2024, including the profit distribution (proposal to distribute a gross dividend of EUR 1.60 per share and EUR 0.20 per profit share).

3. Remuneration Report 2024.

Proposal to approve the Remuneration Report included in the Corporate Governance Statement of the Annual Report 2024.

4. Approval of the remuneration policy.

Proposal to approve the new remuneration policy of the Company.

5. 9 Approval of the remuneration of the non-executive directors.

Proposal to adjust the remuneration of non-executive directors as follows, with effect from the 2025 financial year :

  • o Fixed annual remuneration ('all-in') of the Chairman of the Board of Directors: EUR 270,000
  • o Fixed annual remuneration ('all-in') of the Vice-Chairman of the Board of Directors: EUR 220.000
  • o Fixed annual remuneration of the other non-executive directors : EUR 90,000

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latest will be admitted to the General Meeting. Please note that Thursday 29 May 2025 is a public holiday in Belgium and shareholders are therefore advised to ensure that the relevant documents (if sent by post) reach Euroclear Belgium by Wednesday 28 May 2025 at the latest.

The Company does not send out admission cards.

II. Proxy voting -Voting by correspondence

Shareholders who wish to vote by proxy or by correspondence must use the proxy forms for voting by correspondence available at the registered office or on the following link on the Company's website: www.dieterengroup.com/shareholder-meetings, and send them duly completed and signed to Euroclear Belgium by post or email on the above mentioned addresses.

The voting forms must be sent no later than 4 pm on Friday 30 May 2025. Please note that Thursday 29 May 2025 is a public holiday in Belgium and shareholders are therefore advised to ensure that the relevant documents (if sent by post) reach Euroclear Belgium by Wednesday 28 May 2025 at the latest.

III. Right to add items to the agenda and proposals for resolutions

One or more shareholders who together hold at least 3% of the capital and who wish to request the inclusion of items on the agenda of the Meeting and to submit proposals for resolutions concerning items included or to be included on the agenda, are invited to send a request to this effect to the Company at the following address: [email protected] by Wednesday, 14 May 2025 at the latest, setting out the items and proposals for resolutions. The Company will publish an amended agenda, if any, by Wednesday, 21 May 2025 at the latest.

IV. Right to ask questions

In addition, shareholders may, upon publication of this convening notice, and provided they have complied with the formalities for admission to the Meeting, submit questions in writing about the reports of the Board of Directors or the Statutory Auditor, or about items on the agenda of the Meeting, to [email protected] no later than 4 pm on Friday, 30 May 2025. Answers will be provided during the Meeting.

V. Availability of documents

The documents that the Company is legally required to present at the Meeting, as well as the agenda of the Meeting, possibly supplemented pursuant to Article 7:130 of the Companies and Associations Code, the relevant proposals for decisions and the forms for proxy and voting by correspondence, are available on the following link www.dieterengroup.com/shareholder-meetings or can be obtained at the registered office on simple request addressed to:

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