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Allegro.eu S.A. — AGM Information 2023
May 12, 2023
5494_rns_2023-05-12_7170f076-8f74-4ffa-865e-522c588c5afc.pdf
AGM Information
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Allegro.eu
Société anonyme
Registered office: at 1, rue Hildegard von Bingen, L-1282 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B214.830
(the "Company")
VOTING RESULTS OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY HELD ON 12 MAY 2023
| AGENDA ITEM | VOTING RESULT |
|---|---|
| No resolution was required on this item. | |
| 1. Presentation of (a) the annual accounts (consisting in the balance sheet, the profit and loss account and the notes to the accounts) for the Company's financial year ended on 31 December 2022 (the "Annual Accounts"), (b) the report of the board of directors of the Company with respect to the Annual Accounts, including the declaration concerning the Company's corporate governance (the "Annual Accounts Board Report") and (c) the report prepared by PricewaterhouseCoopers Société coopérative with its registered office in Luxembourg, R.C.S. Luxembourg B65477 ("PwC"), the certified auditor of the Company, concerning the Annual Accounts (the |
|
| "Annual Accounts Auditor Report"). |
| 2. Approval of the Annual Accounts. |
|
|---|---|
| First Resolution: | |
| Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,967,924 (69.64% of the total voting share capital |
|
| Number of votes cast in favour: 735,967,924 | |
| Number of votes cast against: 0 | |
| Number of abstentions: 2,964,970 | |
| The resolution is adopted. | |
| 3. Presentation of (a) the consolidated financial statements (consisting in the consolidated statement of comprehensive income, the consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cash flows, and the notes to the consolidated financial statements) for the Company and its subsidiary undertakings as of 31 December 2022 (the "Consolidated Financial Statements"), (b) the report of the board of directors of the Company in relation to the Consolidated Financial Statements (the "Consolidated Financial Statements Board Report"), (c) the report prepared by PwC concerning the Consolidated Financial Statements (the "Consolidated Financial Statements Auditor Report") and (d) the remuneration allocated to the directors of the |
No resolution was required on this item. |
| ended on 31 December 2022 |
(the |
|---|---|
| "Remuneration Report"). | |
| 4. Approval of the Consolidated Financial |
|
| Statements. | Second Resolution: |
| Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,967,924 (69.64% of the total voting share capital) |
|
| Number of votes cast in favour: 735,967,924 | |
| Number of votes cast against: 0 | |
| Number of abstentions: 2,964,270 | |
| The resolution is adopted. | |
| 5. Allocation of the results of the Company for the financial year ended on 31 December 2022. |
Third Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 734,258,174 (69.92% of the total voting share capital) Number of votes cast in favour: 738,932,193 Number of votes cast against: 0 Number of abstentions: 1 The resolution is adopted. |
| 6. Acknowledgement and approval of the Remuneration Report prepared by the Remuneration and Nomination Committee of the Company. |
Fourth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: |
| 735,885,822 (69.48% of the total voting share capital) Number of votes cast in favour: 670,601,209 Number of votes cast against: 63,656,965 Number of abstentions: 4,674,020 |
|
|---|---|
| The resolution is adopted. | |
| 7. Discharge (quitus) to Francois NUYTS, for the exercise of his mandate as director of the Company until 31 August 2022. |
Fifth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 732,302,277 Number of votes cast against: 3,583,545 Number of abstentions: 3,046,372 The resolution is adopted. |
| 8. Discharge (quitus) to Jonathan EASTICK, for the exercise of his mandate as director of the Company until 31 December 2022. |
Sixth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 732,302,277 Number of votes cast against: 3,583,545 Number of abstentions: 3,046,372 The resolution is adopted. |
| 9. Discharge (quitus) to Darren Richard HUSTON, for the exercise of his mandate as director of the Company until 31 December 2022. |
Seventh Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 715,980,955 Number of votes cast against: 19,904,867 Number of abstentions: 3,046,372 The resolution is adopted. |
|---|---|
| 10. Discharge (quitus) to Pedro ARNT, for the exercise of his mandate as director of the Company until 31 December 2022. |
Eight Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 731,627,088 Number of votes cast against: 4,258,734 Number of abstentions: 3,046,372 The resolution is adopted. |
| 11. Discharge (quitus) to David BARKER, for the exercise of his mandate as director of the Company until 31 December 2022. |
Ninth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 728,234,658 |
| Number of votes cast against: 7,651,164 | |
|---|---|
| Number of abstentions: 3,046,372 | |
| The resolution is adopted. | |
| 12. Discharge (quitus) to Clara (dit Carla) NUSTELING, for the exercise of her mandate as director of the Company until 31 December 2022. |
Tenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 719,613,104 Number of votes cast against: 16,272,718 Number of abstentions: 3,046,372 The resolution is adopted. |
| 13. Discharge (quitus) to Pawel PADUSINSKI, for the exercise of his mandate as director of the Company until 31 December 2022. |
Eleventh Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 731,627,088 Number of votes cast against: 4,258,734 Number of abstentions: 3,046,372 The resolution is adopted. |
| of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 719,373,385 Number of votes cast against: 16,512,437 Number of abstentions: 3,046,372 |
|
|---|---|
| The resolution is adopted. | |
| 15. Discharge (quitus) to Richard SANDERS, for the exercise of his mandate as director of the Company until 31 December 2022. |
Thirteenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 731,627,088 Number of votes cast against: 4,258,734 Number of abstentions: 3,046,372 |
| The resolution is adopted. | |
| 16. Discharge (quitus) to Roy PERTICUCCI, for the exercise of his mandate as director of the Company until 31 December 2022. |
Fourteenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 732,302,277 Number of votes cast against: 3,583,545 Number of abstentions: 3,046,372 The resolution is adopted. |
| 17. Appointment of Catherine FAIERS, as director of the Company for three (3) years with effect from 12 May 2023. |
| Fifteenth Resolution: | |
|---|---|
| Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 738,932,191 (69.92% of the total voting share capital) Number of votes cast in favour: 738,932,193 |
|
| Number of votes cast against: 0 | |
| Number of abstentions: 1 | |
| The resolution is adopted. | |
| 18. Appointment of Tomasz SUCHANSKI, as director of the Company for three (3) years with effect from 12 May 2023. |
Sixteenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 738,932,191 (69.92% of the total voting share capital) Number of votes cast in favour: 724,094,406 Number of votes cast against: 14,837,785 Number of abstentions: 3 The resolution is adopted. |
| 19. Discharge (quitus) to PwC, for the exercise of its mandate as certified auditor (réviseur d'entreprises agréé) of the Company until 31 December 2022. |
Seventeenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 735,885,822 (69.63% of the total voting share capital) Number of votes cast in favour: 732,288,508 Number of votes cast against: 3,597,314 Number of abstentions: 3,046,372 |
| The resolution is adopted. | |
|---|---|
| 20. Renewal of the mandate of PwC as certified auditor of the Company (réviseur d'entreprises agréé) until the annual general meeting of the shareholders of the Company approving the annual accounts for the financial year ended on 31 December 2023. |
Eighteenth Resolution: Total number of shares for which votes have been validly cast and corresponding proportion of the voting share capital: 738,932,191 (69.92% of the total voting share capital) Number of votes cast in favour: 738,709,303 Number of votes cast against: 222,890 Number of abstentions: 1 The resolution is adopted. |
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