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Agfa-Gevaert NV

Pre-Annual General Meeting Information Apr 12, 2024

3906_rns_2024-04-12_33ed9989-fb16-4362-b63c-7957b5b73d2c.pdf

Pre-Annual General Meeting Information

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UNOFFICIAL TRANSLATION FROM THE DUTCH VERSION

AGFA-GEVAERT

NAAMLOZE VENNOOTSCHAP [LIMITED LIABILITY COMPANY] SEPTESTRAAT 27 B-2640 MORTSEL ENTERPRISE NUMBER 0404 021 727

INVITATION TO THE ANNUAL GENERAL MEETING

The shareholders are hereby invited to participate in the Annual General Meeting of the Company which will be held on Tuesday, May 14, 2024 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.

The Annual General Meeting has the following agenda:

    1. Acknowledgement of the Annual Report of the Board of Directors and report of the Statutory Auditor regarding the statutory accounts and the consolidated accounts as per December 31, 2023.
    1. Acknowledgement of the consolidated accounts as per December 31, 2023.
    1. Approval of the annual accounts as per December 31, 2023.

Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2023, including the following allocation of the result:

  • deduction from the result carried forward by 10,850,376.36 euro.
    1. Approval of the Remuneration Report.

Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2023.

  1. Discharge of the Directors.

Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.

  1. 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.

  1. Composition of the Board of Directors.

Reappointment of PJY Management BV, with permanent representative Mr. Pascal Juéry, 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 in Paris, France. 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. Between 2010 and 2019, he was a member of the Executive Committee of Rhodia and then Solvay, where he took an active part in the group's portfolio and business transformation. Pascal Juéry joined the Agfa-Gevaert Board of Directors in 2020. As from February 1, 2020, he is the CEO of Agfa-Gevaert.

Proposal for resolution: the General Meeting resolves to reappoint PJY Management BV with permanent representative Mr. Pascal Juéry, Louizalaan 160A b29, B-1050 Brussels, as executive director of the Company for the duration of four (4) years, commencing today and ending immediately after the General Meeting which will consider the approval of the financial statements of the financial year ending on December 31, 2027.

  1. Appointment of the Statutory Auditor of the Company.

As part of the mandatory audit firm rotation requirements, KPMG Bedrijfsrevisoren BV is not allowed to continue as the Company's auditor after the 2023 year-end audit, as its current mandate then will have reached the maximum period allowed by Belgian Law. KPMG Bedrijfsrevisoren BV will therefore resign at the occasion of the 2024 General Meeting.

Proposal for resolution:

  • the General Meeting acknowledges the resignation of KPMG Bedrijfsrevisoren BV, with permanent representative Mr. Frederic Poesen, as Statutory Auditor of the Company.
  • the General Meeting resolves, at the suggestion of the Audit Committee and the Board of Directors and upon recommendation of the Works Council, to appoint PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises SRL, having its registered address at 1831 Diegem, Culliganlaan 5, as Statutory Auditor for a period of three (3) years. In compliance with article 3:60 of the Code of Companies and Associations, the aforementioned firm designates Sofie Van Grieken BV (B00941), registered auditor, as representative, to carry out the appointment, at its turn represented by Sofie Van Grieken, registered auditor as well. The appointment will expire at the end of the General Meeting called to approve the annual accounts for the year ending December 31, 2026.
    1. Remuneration of the Statutory Auditor.

Proposal for resolution: the General Meeting resolves to fix the Auditor's fees (plus VAT, out-of-pocket expenses, the IRE/IBR fee) for the audit of the annual accounts, for the entire period of the appointment, at 604,680.00 euro per year. The fees shall be adapted yearly, based on the consumer price index or the parties' agreement.

  1. Miscellaneous.

The shareholders are admitted to the Annual General Meeting of May 14, 2024 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 30, 2024 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 8, 2024 at midnight Belgian time, about the number of shares he wishes to attend the Annual General Meeting with, 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 signed proxies need to be sent by email to [email protected], no later than Wednesday, May 8, 2024.

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 22, 2024 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 8, 2024.

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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