AGM Information • Apr 8, 2022
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 10, 2022 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.
Depending on the evolution of the COVID-19 situation and the rules and recommendations applicable in the coming weeks, the Board of Directors may decide to organize the Meeting in a legally foreseen alternative manner. Communication about this will take place via press release and via the website of the Company.
However, the following measures remain applicable:
° The rules of 'social distancing'.
° The reception moments before and after the Meeting remain suspended for the time being.
° 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, 2021.
Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.
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.
Proposal for resolution: the General Meeting acknowledges the resignation of Mrs. Hilde Laga as independent director of the Company, with effect as of May 10, 2022.
Line De Decker (°1974 – Belgian) holds a Law degree from the universities of Leuven and Barcelona, as well as a Master in Tax Management from Solvay Business School. She is to become the Chief Human Resources & Sustainability Officer and will be a member of the Executive Committee of Aliaxis, a world leader enabling access to water and energy through inventive fluid management solutions, on April 11, 2022. Prior to joining Aliaxis, she was Senior Vice President and Head Transformation Office at GSK, where she led the Future Ready initiative, a global program aimed at setting up 2 growth companies. During her 14 years at GSK, she held multiple senior HR roles in Belgium and the UK in the Vaccines, Pharma and Consumer business. Prior to GSK, Mrs. De Decker worked at DuPont, where she was involved in setting up their global business services. She started her career at PriceWaterhouseCoopers and UCB , as a tax and reward specialist.
Mrs. De Decker is a senior executive with over 25 years of extensive experience operating at management board level in large, complex regulated organizations. She combines her excellent communication, influencing and change management skills, with an exceptional track record of leading businesses through critical transformational change programs.
Mrs. De Decker is a Non Executive Director on the Board of the London Ambulance Service, NHS Trust.
Proposal for resolution: the General Meeting resolves to appoint Albert House BV with permanent representative Mrs. Line De Decker, Pastoor Bolsstraat 62, B-1652 Alsemberg, as independent director (as she meets the independence requirements as mentioned in article 7:87§1 of the Code of Companies and Associations) of the Company for a four (4) year term 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, 2025.
Mark Pensaert (°1964 - Belgian) holds a Master of Law from the State University of Ghent (Belgium) and later obtained a Master of Law from the Cambridge University St. Catharine's College. He started his career in 1988 in London with Lazard Brothers & Co, one of the leading independent global investment banks with principal offices in New York, Paris and London. Between 1992 and 1996, he was finance director of Interbuild NV and Rombouts NV. In 1996, he became CFO of Carestel NV (currently part of the Autogrill Group). Between 2000 and 2004, he returned to the international M&A business by rejoining Lazard Frères in Paris to help establish and set up the M&A platform for Lazard in the Benelux. In 2004, he became a Partner and started the Amsterdam office covering the Benelux. In 2008, he joined, as CEO, Leonardo & Co, a spin-off from Lazard, to build their network in Continental Europe and from September 2015 until July 2018, he served as Chairman of the investment banking division of Alantra Partners, a global investment banking and asset management group quoted on the Madrid Stock Exchange.
Mark Pensaert joined the Agfa-Gevaert Board of Directors in 2018.
Proposal for resolution: the General Meeting resolves to reappoint MRP Consulting BV, with permanent representative Mr. Mark Pensaert, Rijvisschepark 74, B-9052 Gent-Zwijnaarde, as independent director (as he meets the independence requirements as mentioned in article 7:87§1 of the Code of Companies and Associations) of the Company for a four (4) year term 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, 2025.
Proposal for resolution: the General Meeting resolves, at the suggestion of the Audit Committee and the Board of Directors and upon recommendation of the Works Council, to reappoint KPMG Bedrijfsrevisoren BV (B00001), Luchthaven Brussel Nationaal 1K 40, B-1930 Zaventem, as Statutory Auditor responsible for the statutory and consolidated financial statements of the Company for another three (3) year period. Consequently, this mandate shall terminate immediately after the General Meeting that will consider the approval of the financial statements of the financial year ending on December 31, 2024. KPMG Bedrijfsrevisoren BV has designated Mr. Frederic Poesen (IBR Nr.A02331), partner of KPMG Bedrijfsrevisoren BV, as permanent representative.
Proposal for resolution: the General Meeting resolves to fix the remuneration of the Statutory Auditor for the audit of the statutory and consolidated financial statements at 292,900 Euro per year. These fees will be indexed on an annual basis in accordance with the evolution of the health index. Any direct expenses specifically contracted with third parties that KPMG Bedrijfsrevisoren BV incurs in performing the services are not included in the fees and will be invoiced in addition to the fees, including the variable contributions on turnover (including the contribution per assignment) that KPMG Bedrijfsrevisoren BV is required to pay to the Belgian Institute of Registered Auditors.
The shareholders are admitted to the Annual General Meeting of May 10, 2022 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 26, 2022 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 4, 2022 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 dematerialized 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 4, 2022. Proxies may also, by no later than Wednesday, May 4, 2022, 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 18, 2022 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 4, 2022.
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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