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Photon Energy N.V.

Pre-Annual General Meeting Information May 6, 2024

5761_rns_2024-05-06_5a5dbb7a-ecce-4769-ac22-2ae016eb2f65.pdf

Pre-Annual General Meeting Information

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CONVOCATION NOTICE OF THE ANNUAL GENERAL MEETING OF PHOTON ENERGY N.V.

with its registered address at Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands, registered with the Chamber of Commerce in Amsterdam under number 51447126 (the "Company") to be held at the registered address of the Company at Barbara Strozzilaan 201, 1083 HN Amsterdam, The Netherlands, on 14 June, 2024, at 10:30 a.m. CET.

Agenda of the Annual General Meeting (the "Meeting"):

    1. Opening and announcements; election of the chairman and secretary of the Meeting;
    1. Consideration of the annual report 2023 and approval of the annual financial statements (standalone and consolidated) and allocation of the result;
    1. Advisory Vote on the Remuneration Report;
    1. Granting discharge to the members of the Management Board of the Company;
    1. Granting discharge to the members of the Supervisory Board of the Company;
    1. Appointment of the members of the Management Board proposal to re-appoint Mr. Hotar and to appoint Mr. Forth to the Management Board
    1. Extension of the Supervisory Board to 4 members effective as of 1st January 2025 and appointment of the members of the Supervisory Board – proposal to re-appoint Ms. Skowronski and Mr. Skreta with immediate effect, and a proposal to appoint Mr. Gartner as a Supervisory Board member with the effect as of 1st January 2025 (will be put to voting in case the resolution on extension of the Supervisory Board is approved).
    1. Approval of the amendments to the Remuneration Policy
    1. Appointment of PricewaterhouseCoopers asauditor for the financial year 2024
    1. Granting authorization to the Management Board to acquire shares in the share capital of the Company;
    1. Closing.

All documentation concerning the Meeting including the agenda, annual report (including the Remuneration Report) with explanatory notes, draft Remuneration Policy as well as draft of the resolutions are available for inspection by shareholders at the Company's registered address and on the website at: https://ir.photonenergy.com/en/investor-relations.html since the date of this announcement.

Record Date

In accordance with the Articles of Association of the Company, the shareholders of the Company, entitled to attend and vote at the Meeting, are shareholders who obtain from their custodian bank, a brokerage house, an investment firm or other authorized entity operating their investment accounts on which the Company's shares are registered, a depository certificate ("swiadectwo depozytowe") evidencing their shareholding in the Company on 17th May, 2024 (the "Record Date"), irrespective of who the shareholders of the Company are at the time of the Meeting.

Attending the Meeting in person

Persons/entities who are entitled and wish to attend and vote at the Meeting will be allowed to attend and vote only if they provide, at the latest during the registration for the Meeting, below documents:

(i) identity document, such as a passport in case of physical persons; or an extract from the companies register in case of a legal entity and the passport of the authorised representatives of such entity;

  • (ii) depository certificate issued by the shareholder's relevant broker, investment firm or a custodian bank, that on the Record Date he/she was included in the records of the bank or the broker as the holder of the Company's shares;
  • (iii) in the event the shareholder is represented by a proxy, the proxy shall present a proxy form signed by the shareholder; the proxy shall also present his/her identity document (as mentioned under letter (i)). A proxy form can be downloaded from the website of the Company: https://ir.photonenergy.com/en/investor-relations.html

All shareholders who intend to attend the Meeting in person or through an authorized person are kindly requested to inform the Company and send their depository certificates either to the Company's registered address or by email at [email protected], no later than on 7 June, 2024 at 17:00 CET at the latest. Registration of admittance will take place on 14th June, 2024, from 9:30am to 10:30am CET, i.e. before the commencement of the Meeting and it will not be possible to register and attend the Meeting after that time.

Voting prior to the Meeting through Voting Instructions

The shareholders are given an opportunity to vote prior to the Meeting by sending voting instructions to the Company. Shareholders who wish to use this form of voting will have to provide the following by mail to the Company's registered office or via e-mail to [email protected] no later than on 7 June, 2024 at 17:00 CET in order to qualify as a vote:

  • (i) voting instructions, downloaded from https://ir.photonenergy.com/en/investor-relations.html dated after the Record Date and duly signed by the shareholder;
  • (ii) depository certificate issued by the shareholder's relevant broker, investment firm or a custodian bank, that on the Record Date he/she was included in the records of the bank or the broker as the holder of the Company's shares;
  • (iii) a copy of an identity document of the shareholder, such ass passport in case of physical persons or an extract from the companies register in case of a legal entity and the passport of the authorised representatives of such entity.

Questions

Shareholders can ask questions with respect to the agenda of the Meeting by sending those questions in writing to the registered address of the Company or via e-mail to [email protected]. Questions submitted at least 72 hours before the start of the Meeting shall be answered during the Meeting and shall be published in the Meeting's minutes.

Management Board of Photon Energy N.V.

Georg Hotar Michael Gartner Director Director

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