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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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