Pre-Annual General Meeting Information • Apr 11, 2025
Pre-Annual General Meeting Information
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The Board of Directors hereby cordially invites the shareholders to participate in the Annual General Meeting of the Company which will be held on Tuesday, May 13, 2025 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.
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, 2024, including the following allocation of the result:
Proposal for resolution: the General Meeting decides to render available all share premiums that can be rendered available without specific formalities, in order to allow the Board of Directors to use these share premiums to offset losses incurred.
Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2024.
Proposal for resolution: the General Meeting resolves to approve the 2025 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.
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 resolves, at the proposal 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 charged with the assurance of the (stand-alone and consolidated) sustainability information of the Company. The first mandate shall, in conformity with article 3:61§8 of the CCA, end immediately after the General Meeting called to approve the annual accounts for the year ending December 31, 2026. In compliance with article 3:60 of the CCA, PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises designates Sofie Van Grieken BV (B00941), registered auditor, as permanent representative, to carry out the mandate, at its turn represented by Mrs. Sofie Van Grieken, registered auditor as well.
Proposal for resolution: the General Meeting resolves to fix the Statutory Auditor's fees for the assurance of the (stand-alone and consolidated) sustainability information, at maximum 296,275.00 euro per year (excluding VAT, out-of-pocket expenses and the IRE/IBR fee). The fees shall be adapted yearly, based on the consumer price index or the parties' agreement.
The shareholders are admitted to the Annual General Meeting of May 13, 2025 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 29, 2025 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 7, 2025 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 7, 2025.
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 21, 2025 by email to [email protected]. The Company will publish a supplemented agenda in the manner provided for by law by no later than fifteen days before the meeting, i.e. no later than Monday, April 28, 2025. At the same time an amended proxy form will be made available on the website www.agfa.com/investorrelations.
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 7, 2025. There is also the possibility of asking oral questions during the meetings.
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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