AGM Information • May 12, 2020
AGM Information
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PUBLIC LIMITED COMPANY SEPTESTRAAT 27 B-2640 MORTSEL COMPANY REGISTRATION NUMBER 0404 021 727
Taking into account the provisions of the Royal Decree no 4 dated April 9, 2020 in the context of the fight against the COVID-19 pandemic, the Board of Directors of the Company decided to hold the meeting behind closed doors, as announced in a press release on April 16, 2020. In addition, Mr. Klaus Röhrig, Chairman of the Board of Directors of the Company, is unable to be physically present at the meeting due to the currently applicable travelling restrictions in the context of the COVID-19 pandemic. Therefore the meeting was opened at 11 a.m. under the chairmanship of Mr. Wilfried Van Lishout, secretary-general of the Company. In view of the number of attendees, no bureau will be composed.
The Meeting established that the convening of the meeting including the announcement of the agenda was in complete compliance with the legal requirements and the articles of association of the company.
A copy of the convening in the Official Gazette and in the newspaper De Tijd of April 10, 2020 was initialled by the chairman. The convening has also been published on the website of the company.
The registered shareholders, as well as the auditor, were invited by letter or, for those who individually expressed their approval, by email on April 10, 2020. The Board Members expressly waived their right to receive a personal invitation. The Statutory Auditor, KPMG Bedrijfsrevisoren represented by Mr. Harry Van Donink, will participate through electronic communication (Webex).
The shareholders who were represented at the meeting are stated on the attendance list, which was signed by their representative.
From the attendance list, it was clear that there were 16 shareholders represented, whom together accounted for 82.106.249 shares in the company.
Since the meeting could legally deliberate and make decisions irrespective of the size of the shareholding held by those represented shareholders, the meeting could consequently legally deliberate and make resolutions regarding any item on the agenda.
The Annual General Meeting has the following agenda:
Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2019, including the following allocation of the result:
Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2019.
Discharge of the Directors. 5.
Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.
Discharge of the Statutory Auditor. $6.$
Proposal for resolution: the General Meeting resolves to discharge the Statutory Auditor with respect to the performance of his mandate during the past financial year.
Appointment of PJY Management BV with permanent representative Mr. Pascal Juéry $7.$ as executive director of the Company. The Board of Directors recommends this director for his professional skills according to the following CV.
Pascal Juéry (°1965 - French) is a graduate from ESCP Business School. He provides more than 30 years of experience in the chemical and advanced material industries. Pascal Juéry started his career in finance and soon demonstrated his ability to lead various global businesses as well as hold key functional responsibilities. For the past 10 years, he was a member of the Executive Committee of Rhodia and then Solvay, where he took an active part in the group portfolio and business transformation.
Proposal for resolution: the General Meeting resolves to appoint PJY Management BV with permanent representative Mr. Pascal Juéry, Louizalaan 160A b29, B-1050 Brussels, as executive director of the Company for a four (4) year period to come into effect today and to terminate immediately after the General Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2023.
$\mathbf{R}$ Miscellaneous.
The chairman stated that in accordance with the provisions of the Royal Decree of 27th November 1973, the annual company information was provided to the works council on 23 April, 2020. This information was discussed by the works council in its meeting of 11 May, 2020. The report of this meeting is attached to these minutes.
No written questions have been addressed to the Company.
After deliberation the meeting RESOLVED the following:
There being no other items on the agenda the meeting was closed.
executed by
W.Van Lishout
Chairman
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