Proxy Solicitation & Information Statement • Apr 11, 2025
Proxy Solicitation & Information Statement
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| The undersigned (name and first name) ………………………………………………… |
|---|
| residing at (address) …………………………………………………………………………………………………………… |
| or |
| with registered office at (address office) |
| …………………………………………………………………………………………………… |
| in accordance with its articles of incorporation duly represented by: (name and first name) ……………………………………………………………………………… |
| holder of …….…………… shares of Agfa-Gevaert NV, with registered office at B-2640 |
| Mortsel, Septestraat 27, hereby appoints as authorized representative (1) (2) |
| (name and first name) ………………………………………………………………………………………………………… |
| residing at (address) ………………………………………………………………………… |
(1) You are not required to specify the name of a proxy holder. If you do not, Agfa-Gevaert NV will appoint a member of the bureau to represent you at the relevant meeting. The bureau members are persons who typically, under art. 7:143 § 4 of the Companies and Associations Code, are deemed to have a conflict of interest, e.g. because they are members of the Board or staff members. If the proxy holder is deemed to have a conflict of interest under art. 7:143 § 4 of the Companies and Associations Code, the proxy holder can only vote provided specific voting instructions are available for each item on the agenda. In the absence of such specific voting instructions for a particular topic, the proxy holder is deemed to have a conflict of interest and shall therefore refrain from voting.
(2) Subject to the exceptions provided by law, you can appoint only one (1) representative.
in order to represent him/her as shareholder at the Annual Meeting of Shareholders of the above-named Company, which will be held at the registered office of the company on Tuesday, May 13, 2025 at 11.00 a.m. with the following agenda:
If you do not give voting instructions, you will be considered having voted in favour of the resolutions proposed by the Board of Directors of the Company.
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.
Approval 0 Rejection 0 Abstention 0
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.
Approval 0 Rejection 0 Abstention 0
Proposal for resolution: the General Meeting resolves to approve the 2025 Remuneration Policy as published on the website www.agfa.com/investorrelations.
Approval 0 Rejection 0 Abstention 0
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.
Approval 0 Rejection 0 Abstention 0
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.
Approval 0 Rejection 0 Abstention 0
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.
Approval 0 Rejection 0 Abstention 0
to participate in all deliberations;
to participate on behalf of the undersigned in a vote on all items of the abovementioned agenda;
to sign all deeds, minutes and other documents relating to this meeting;
in general, to do everything which should appear necessary or useful for the implementation of this power of proxy, with promise of ratification.
The proxy holder shall abstain from voting on new subjects added to the agenda at the request of certain shareholders in compliance with the relevant legal and statutory provisions. (3)
Executed at …………………………., on …………………………. 2025.
(3) Strike through if you wish to expressly authorize the proxy holder to vote on these points of the agenda.
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