AGM Information • Apr 9, 2021
AGM Information
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The shareholders are hereby invited to participate in the Annual General Meeting of the Company which will be held on Tuesday. May 11, 2021 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.
° The Board of Directors is monitoring closely the measures taken in the context of COVID-19 and reserves the right, if necessary, to organise the Meeting in an alternative way as permitted by law. It is still uncertain whether the measures imposed by the Belgian government, such as the ban on gathering, will still be in force on May 11, 2021. This will be communicated via a press release and the Company's website.
However, the Board of Directors has already decided on the following measures: ° Everyone entering the Company's premises will be required to wear a mouth mask and respect the rules on social distancing.
° The usual reception moments before and after the Meeting remain canceled.
° In order to guarantee the health and safety of all participants in the Annual General Meeting, it also remains possible for all shareholders not to physically attend the meeting but to give a proxy with their voting instructions to the company-secretary and to exercise their right to ask questions in writing. The procedure for doing so is described later in this convocation.
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, 2020, 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, 2020.
$51$ Approval of the Remuneration Policy.
Proposal for resolution: the General Meeting resolves to approve the Remuneration Policy as published on the website www.agfa.com/investorrelations.
Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.
$\overline{7}$ . Discharge of the Statutory Auditor.
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.
Reappointment of Mr. Christian Reinaudo as non-executive director of the Company. 8. The Board of Directors recommends this director for his professional skills according to the following CV.
Christian Reinaudo (°1954 - French) is a graduate from the 'Ecole de Physique et de Chimie Industrielles de Paris' and holds a doctorate from the 'University of Paris' (France). He started his career with Alcatel (formerly named 'Compagnie Générale d'Electricité') in 1978 in the Research and Development Centre of Marcoussis (France). During his Alcatel period, he managed several multi billion Euro businesses and international sales and services organizations.
From 1984 to 1996, he held several positions in the Cable Group of Alcatel (now Nexans), from research and development, to manufacturing, procurement, sales support and services. He took the position of President of the Submarine Networks Division in early 1997. Appointed President of the whole Optics Group in 1999, he enters the Executive Committee of Alcatel early 2000 as Executive Vice-President. In 2003, he was appointed President of Alcatel Asia Pacific and moved to Shanghai (China) where he stayed until 2006. During this period, he was also the Vice-Chairman of the Board of Directors of Alcatel Shanghai Bell, the Chinese joint venture of Alcatel with the Chinese government. In 2006, he came back to Paris to manage the integration and the transition process associated with the merger of Alcatel and Lucent Technologies. He also became Director in the Board of Directors of Draka Comteq (the Netherlands). In 2007, he was appointed President Northern and Eastern Europe of Alcatel-Lucent and he joined the Board of Directors of Alcatel-Lucent (Belgium). Early 2008, Christian Reinaudo joined Agfa-Gevaert to be President of Agfa HealthCare.
Christian Reinaudo joined the Agfa-Gevaert Board of Directors in 2010. As from May 1, 2010 till February 1, 2020, he was CEO of Agfa-Gevaert.
Proposal for resolution: the General Meeting resolves to reappoint Mr. Christian Reinaudo, who elects residence at the Company's registered address, as non-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, 2024.
Granting of rights in accordance with art. 7:151 of the Code of Companies and 9. Associations.
Proposal for resolution: the General Meeting resolves, in accordance with article 7:151 of the Code of Companies and Associations, to approve the change-of-control provisions, as stipulated in the Facility Agreement dated March 5, 2021 with BNP Paribas
Fortis SA/NV. ING Belgium SA/NV. KBC Bank NV and Belfius Bank SA/NV on the one hand and Agfa-Gevaert NV on the other hand.
$101$ Miscellaneous.
The shareholders are admitted to the Annual General Meeting of May 11, 2021 and can exercise their voting rights subject to the registration of their shares on the fourteenth day prior to the meeting at midnight Belgian time (the "registration date"), being Tuesday, April 27, 2021 regardless of the number of shares that the shareholder will hold on the day of the Annual General Meeting.
A shareholder shall inform the Company by no later than the sixth day prior to this Annual Meeting, being by no later than Wednesday, May 5, 2021 at midnight Belgian time, about the number of shares he wishes to attend the Annual General Meeting, taking into consideration the following formalities.
The holder of dematerialised shares does this by delivering a certificate issued by a registered accountholder or a clearing house indicating the number of shares the shareholder held on the registration date, at a branch of ING Bank, or by email to [email protected].
The holder of registered shares does this by a statement to the Company by email to [email protected].
Shareholders may also attend the meeting and vote by means of a proxy holder. For this purpose, the shareholder can make use of the proxy form drafted by the Board of Directors, a copy of which can be obtained at the registered office of the Company. Upon simple request a copy will be sent to the shareholder. The proxy form will also be available on the website www.agfa.com/investorrelations of the Company.
The original proxies need to arrive at the registered office of the Company by no later than Wednesday, May 5, 2021. Proxies may also, by no later than Wednesday, May 5, 2021, be sent by email to [email protected], provided the original proxies be handed over to the registration desk by no later than the beginning of the Annual General Meeting.
One or more shareholders representing at least 3% of the Company's share capital may, in accordance with the provisions of art. 7:130 of the Code of Companies and Associations, request to put items to be dealt with on the agenda of the Annual General Meeting, to the extent that they relate to subjects reserved by law or by the articles of association expressly to the meeting of shareholders, and make proposals for resolutions concerning items on or added to the agenda. The proposals are to arrive at the Company by no later than the twenty-second day prior to the meeting, being by no later than Monday, April 19, 2021 by email to [email protected].
The topics to be discussed and proposed resolutions added to the agenda of the Annual General Meeting in compliance with the preceding section will only be discussed at the meeting if these shareholders have complied with all legal formalities to participate in this meeting as described in this invitation.
Only shareholders having complied with the legal formalities, as described in this invitation, to participate in this Annual General Meeting may, prior to the start of the meeting, once the invitation is published, address their questions either by registered mail to the registered office of the Company, Septestraat 27, B-2640 Mortsel, addressed to Wilfried Van Lishout, secretarygeneral or electronically to [email protected]. These questions need to arrive at the Company by no later than the sixth day prior to the meeting, being by no later than Wednesday, May 5, 2021.
All documents in relation to the Annual General Meeting that, according to the law should be made available to the shareholders, are also available, as from publication of the invitation, on the website www.agfa.com/investorrelations. The shareholders can also consult these documents or obtain a copy free of charge at the Company's registered office and this during office hours. The request for a copy free of charge can also be addressed in writing to the Company's registered office Septestraat 27, B-2640 Mortsel, to the attention of Wilfried Van Lishout, secretary-general or electronically to [email protected].
The Board of Directors
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