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Photon Energy N.V.

Pre-Annual General Meeting Information Apr 25, 2023

5761_rns_2023-04-25_ac573bb9-578d-4cbe-9b32-a04a126d239c.pdf

Pre-Annual General Meeting Information

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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 21 June, 2023, at 11:00 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 2022 and approval of the annual financial statements (standalone and consolidated) and allocation of the result;
    1. Consideration of the Remuneration Report;
    1. Granting discharge to the members of the Company's Board of Directors;
    1. Granting discharge to the members of the Supervisory Board of the Company;
    1. Granting authorization to the Board of Directors to acquire shares in the share capital of the Company;
    1. Adoption of the Management Incentive Plan;
    1. Granting authorization to the Board of Directors to issue shares and to grant rights to subscribe for shares (in addition to existing authorization);
    1. Granting authorization to the Board of Directors to limit/exclude pre-emption rights of shareholders with respect to the issuance of shares (in addition to the existing authorization);
    1. Closing.

All documentation concerning the Meeting including the agenda, annual report (including the Remuneration Report) with explanatory notes, 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://www.photonenergy.com/en/investor-relations.html since the date of this announcement until the date of the Meeting.

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 24th May, 2023 (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 passport of a shareholder 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) proxy form (in case a shareholder prefers to attend through a proxy) on the basis of which a shareholder can authorize a third party to act and cast a vote on behalf of a shareholder. A proxy form can be downloaded from the website of the Company: https://www.photonenergy.com/en/investor-relations.html;
  • (iv) identity document, such as passport, of a proxy (in case a shareholder prefers to attend through a proxy).

All shareholders who intend to attend the Meeting in person or through a proxy are requested to inform the Company and send their depository certificates and proxy form either to the Company's registered address or by email at [email protected], no later than on 14 June, 2023 at 17:00 CET at the latest. Registration of admittance will take place on 21 June, 2023, from 9:30am to 11:00am 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 14 June, 2023 at 17:00 CET in order to qualify as a vote:

  • (i) voting instructions, downloaded from https://www.photonenergy.com/en/investor-relations.html, dated on or 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 as s 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 no later than 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.

Director Director

Georg Hotar Michael Gartner

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