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Aperam S.A. — Proxy Solicitation & Information Statement 2026
Apr 3, 2026
6235_rns_2026-04-03_35a92c6d-c6d3-47b5-b3ae-1ea15383582d.pdf
Proxy Solicitation & Information Statement
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aperam
Aperam
Société Anonyme
Registered office:
24-26 Boulevard d'Avranches, L-1160 Luxembourg
Grand-Duchy of Luxembourg
R.C.S. Luxembourg B 155908
(hereinafter referred to as the "Company" or "Aperam")
CONVENING NOTICE
The shareholders of Aperam (hereinafter referred to as the "Shareholders")
are invited to attend the:
Annual General Meeting of Shareholders (the "General Meeting")
on Tuesday 5 May 2026, at 09:00 a.m. CET
at
24-26 Boulevard d'Avranches, L-1160 Luxembourg, Grand-Duchy of Luxembourg
to deliberate on the following matters set out below.
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Agenda and Proposed Resolutions of the General Meeting
-
Presentation of the management report of the Board of Directors of the Company (hereinafter referred to as "Board of Directors") and the reports of the independent auditor on the standalone annual accounts of the Company prepared in accordance with the laws and regulations of the Grand-Duchy of Luxembourg (the "Parent Company Financial Statements") and the consolidated financial statements of the Aperam Group prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union (the "Consolidated Financial Statements") for the financial year ending 31 December 2025
-
Approval of the Consolidated Financial Statements for the financial year ending 31 December 2025
Draft resolution (Resolution I)
The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Consolidated Financial Statements of the Aperam Group for the financial year ended 31 December 2025 in their entirety, with a resulting consolidated net income of EUR 9,315,211 (established in accordance with the IFRS as adopted by the European Union).
- Approval of the Parent Company Financial Statements for the financial year ending 31 December 2025
Draft resolution (Resolution II)
The General Meeting, after having reviewed the management report of the Board of Directors and the report of the independent auditor, approves the Parent Company Financial Statements for the financial year ended 31 December 2025 in their entirety, with a resulting profit for Aperam as parent company of the Aperam Group of EUR 54,698,007 (established in accordance with the laws and regulations of the Grand-Duchy of Luxembourg).
- Allocation of results, determination of the dividend and the compensation for the members of the Board of Directors in relation to the financial year ending 31 December 2025
Draft resolution (Resolution III)
The Annual General Meeting acknowledges that the results of the Company to be allocated and distributed amount to EUR 2,906,288,861.
On this basis the General Meeting, upon the proposal of the Board of Directors, decides to pay a dividend out of the distributable results consisting in profit brought forward for the financial year 2025.
The General Meeting acknowledges that the dividend of EUR 2.00 per share (gross) will be paid in four equal quarterly instalments of EUR 0.5 (gross) per share and that the first instalment of dividend of EUR 0.5 (gross) per share has been paid on 16 March 2026.
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The General Meeting, upon the proposal of the Board of Directors, sets the amount of total remuneration for the Board of Directors in relation to the financial year ending 31 December 2025 at EUR 550,000.
Draft resolution (Resolution IV)
Considering Resolution III above, the General Meeting, upon the proposal of the Board of Directors, decides to allocate the results of the Company based on the Parent Company Financial Statements for the financial year ending 31 December 2025 as follows:
| In Euros | |
|---|---|
| Profit for the financial year | 54,698,007 |
| Profit brought forward (Report à nouveau) before transfer from the reserve for own shares | 2,851,590,854 |
| Results to be allocated and distributed | 2,906,288,861 |
| Transfer from the reserve for own shares | 1,689,296 |
| Dividend (1) | (144,683,326) |
| Directors' compensation (as per Resolution III above) | (550,000) |
| Profit carried forward | 2,762,744,831 |
(1) On the basis of 72,341,663 shares outstanding as of 31 December 2025 (73,184,570 shares in issue, net of 842,907 treasury shares). Dividends are paid quarterly, resulting in a total annualised cash dividend per share of €2.00.
5. Resolutions concerning the Remuneration Policy and Report for the year ending 31 December 2025
Background
As required by the Shareholders Right Directive II (Directive (EU) 2017/828) as implemented by Luxembourg law on 1 August 2019 (hereinafter referred to as the "Shareholders' Rights Law"), Aperam has adopted a remuneration policy applicable, in particular, to the members of the Board of Directors and the CEO of the Company (hereinafter referred to as the "Remuneration Policy"). Aperam has also prepared a remuneration report for 2025 as required by the Shareholders' Rights Law (hereinafter referred to as the "Remuneration Report"). The Remuneration Policy, the Remuneration Report and certain additional information are set out in the Company's Annual Report 2025, under the section "Compensation".
As required by the Shareholders' Rights Law the Remuneration Report is submitted to an advisory vote at the Annual General Meeting.
The advisory vote on the Remuneration Policy was approved by the General Meeting held on 4 May 2022, for a period of 4 years as specified in the Shareholders' Rights Law. While no material changes have been made to the Remuneration Policy since the General Meeting held on 4 May 2022, the Remuneration Policy will be submitted to this General Meeting for an advisory vote to renew its validity for 4 years.
The Remuneration Policy and Remuneration Report are available on the Company's website www.aperam.com under Investors - Equity investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders - Annual Report.
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Draft resolution (Resolution V)
The General Meeting decides by an advisory vote to approve the Remuneration Policy of the Company for a period of 4 years as specified in the Shareholders' Rights Law.
Draft resolution (Resolution VI)
The General Meeting decides by an advisory vote to approve the Remuneration Report of the Company for the year ending 31 December 2025.
Draft resolution (Resolution VII)
Based on Resolution III, allocating a total amount of remuneration of EUR 550,000 for the Board of Directors in relation to the financial year ending December 2025, the General Meeting approves the following annual fees per function that Directors hold and the below remuneration for the CEO:
- Basic Director's remuneration: EUR 70,000;
- Lead Independent Director's remuneration: EUR 80,000;
- Additional remuneration of the Chair of the Audit, Risk and Sustainability Committee: EUR 15,000;
- Additional remuneration of the other Audit, Risk and Sustainability Committee members: EUR 7,500;
- Additional remuneration of the Chair of the Remuneration, Nomination and Corporate Governance Committee: EUR 10,000; and
- Additional remuneration of the members of the Remuneration, Nomination and Corporate Governance Committee: EUR 5,000; and
- CEO remuneration: EUR 2,529,000.
6. Discharge of Directors
Draft resolution (Resolution VIII)
The Annual General Meeting decides to grant discharge to the members of the Board of Directors in relation to the financial year ending 2025.
7. Election of Directors: Mr. T. Di Maulo
Background
The Company places a strong emphasis on the composition of its Board of Directors, taking into account experience, expertise and diversity of the Directors to ensure balanced and effective governance. Following the resignation of a member of the Board of Directors in December 2025, the remaining Directors resolved, in accordance with the Company's Articles of Association and applicable law, to co-opt Mr. Timoteo Di Maulo to temporarily fill the vacant position until the next General Meeting as of January 2026.
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Mr. Timoteo Di Maulo served as Chief Executive Officer of Aperam from January 2015 through December 2025. With over 35 years of experience in the stainless steel industry, Mr. Di Maulo has held leadership roles across controlling, purchasing, logistics, and commercial functions.
The General Meeting is invited to ratify the co-optation of Mr. Timoteo Di Maulo as Director. In view of his recognised expertise, the Board further decided that, in addition to the Director's mandate, Mr. Timoteo Di Maulo should be appointed a special assignment with the Company as Strategic Advisor on Public Affairs for Europe.
His remuneration will therefore consist of:
- (i) the standard Director's remuneration in accordance with the Company's Remuneration Policy, subject to approval by the General Meeting to be held in 2027, and
- (ii) a separate remuneration for his special assignment. This remuneration consists in a gross annual lump-based salary of EUR 179,351 (the "Based Salary"), and a variable part ("the Short Term Incentive Plan"). The remuneration for this mission is governed by a fixed-term two-year contract representing 20% of normal working time. This additional compensation is explicitly permitted under Article 8.7 of the company's Articles of Association, which allows the Board to compensate members for "specific missions or functions". The fees are proportional to the substantial additional time commitment and the high-level technical expertise required.
The biographical information of the Director proposed for election is available on www.aperam.com: under Investors – Equity investors – Annual General Meeting – 5 May 2026 – General Meeting of Shareholders.
Draft resolution (Resolution IX)
The Annual General Meeting elects Mr. Timoteo Di Maulo as member of the Board of Directors of Aperam for a three-year mandate that will automatically expire on the date of the annual general meeting of shareholders to be held in 2029.
8. Re-election of Directors: Dr. Ros. Rivaz and Mr. Alain Kinsch
Background
The Company's Board of Directors is currently composed of 7 directors, of which 4 are independent directors. The percentage of women on the Board of Directors would remain at 43%.
This year, the Director mandate of Dr. Ros. Rivaz and Mr. Alain Kinsch will come to an end on the date of this General Meeting. After consideration of the above, as well as the individual qualifications and experience of Dr. Ros. Rivaz and Mr. Alain Kinsch and their contribution to the Board of Directors, the Board of Directors concluded that the Directors should be re-elected as an independent member of the Board of Directors for another three-year term.
The biographical information of the Directors proposed for re-election are available on www.aperam.com: under Investors – Equity investors – Annual General Meeting – 5 May 2026 – General Meeting of Shareholders.
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Draft resolution (Resolution X)
The General Meeting re-elects Dr. Ros. Rivaz as member of the Board of Directors of Aperam for a three-year mandate that will automatically expire on the date of the General Meeting to be held in 2029.
Draft resolution (Resolution XI)
The General Meeting re-elects Mr. Alain Kinsch as member of the Board of Directors of Aperam for a three-year mandate that will automatically expire on the date of the General Meeting of shareholders to be held in 2029.
- Appointment of a réviseur d'entreprises agréé (authorised statutory auditor) for the purposes of the audit of the Consolidated Financial Statements and the Parent Company Financial Statements for the financial year ending 31 December 2026
Draft resolution (Resolution XII)
The Annual General Meeting decides to appoint PricewaterhouseCoopers Assurance société coopérative with registered office at 2, rue Gerhard Mercator L-2182 Luxembourg, Grand-Duchy of Luxembourg, as independent auditor ('Réviseur d'Entreprises Agréé') for the purposes of an independent audit of the Consolidated Financial Statements and the Parent Company Financial Statements for the year ending 31 December 2026.
- Authorisation of the Board of Directors to grant Shares Based Incentives
Background
The members of the Leadership Team ("LT") including the Chief Executive Officer will be eligible for Performance Share Unit ("PSU") grants under the Leadership Team Performance Share Unit Plan (the "LT PSU Plan"). The LT PSU Plan is designed to enhance the long-term performance of the Company and align the members of the LT to the Company's objectives. The LT PSU Plan complements Aperam's existing program of annual performance-related bonuses which is the Company's reward system for short-term performance and achievements. The main objective of the LT PSU Plan is to be an effective performance-enhancing scheme based on the achievement of Aperam's strategy aimed at creating measurable long-term shareholder value.
The LT PSU Plan provides for cliff vesting on the third year anniversary of the grant date, under the condition that the relevant LT member continues to be actively employed by the Aperam group on that date. Awards under the LT PSU Plan are subject to the fulfilment of cumulative performance criteria over a three-year period from the date of the PSU grant. The value of the grant at grant date will equal 110% of the year base salary for the Chief Executive Officer and 65% for the other LT members. Each PSU may give right to up to two (2) shares of the Company.
The allocation of PSUs to eligible LT members will be reviewed by the Remuneration, Nomination and Corporate Governance Committee of the Company, which is composed of three independent directors, and which makes a recommendation to the Board of Directors. This Committee will also determine the criteria for granting PSUs and make its recommendation to the Board of Directors.
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The vesting criteria of the PSUs are also monitored by the Remuneration, Nomination and Corporate Governance Committee.
The 2026 Cap for the number of PSUs that may be allocated to the LT members and other grants below the LT level, if any, is proposed to be set at a maximum of 600,000 (six hundred thousand) shares (the "2026 Cap"), representing less than 0.821% on a diluted basis and less than 0.83% of the Company's issued share capital (net of treasury shares) on an outstanding basis.
An explanatory presentation is available on www.aperam.com under Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meetings of Shareholders.
Draft resolution (Resolution XIII)
The General Meeting acknowledges the above background information provided about the LT PSU Plan and other grants and authorises the Board of Directors:
(a) to allocate up to 600,000 of the Company's fully paid-up ordinary shares under the 2026 Cap, which may be either newly issued shares or shares held in treasury, such authorisation to be valid from the date of the General Meeting until the General Meeting of shareholders to be held in 2027,
(b) to adopt any rules or measures to implement the LT PSU Plan and other grants below the level of the LT Members that the Board of Directors may at its discretion consider appropriate,
(c) to decide and implement any increase of the 2026 Cap by the additional number of shares of the Company necessary to preserve the rights of the grantees of PSUs in the event of a transaction impacting the Company's share capital, and
(d) to do or cause to be done all such further acts and things as the Board of Directors may determine to be necessary or advisable in order to implement the content and purpose of this resolution.
The Shareholders present at the General Meeting will validly deliberate on all resolutions on the agenda regardless of the number of shareholders present and of the number of shares represented, and the resolutions relating to these agenda items will be adopted by a simple majority of the votes validly cast by shareholders present or represented, including electronically or by proxy. Each share is entitled to one vote.
A copy of the documentation related to the General Meeting is available from the date of publication of this convening notice on the Company's website www.aperam.com under Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders. The Consolidated Financial Statements and the Parent Company Financial Statements for the financial year 2025 in the form as filed with the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg (in English) can also be found in the website.
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Addition of agenda items or tabling of alternative resolutions
One or more shareholders holding together at least 5% of the issued share capital of the Company have the right to add new items to the agenda of the General Meeting and/or table draft resolutions regarding existing or new agenda items. Any such request must be received by the Company before 6.00 p.m. Central European Time ("CET") on 13 April 2026. The request must be made in writing by e-mail (to [email protected]) or postal mail (to Aperam, Company Secretary, 24-26, Boulevard d'Avranches, L-1160 Luxembourg, G.D. Luxembourg) and must include either: (a) the text of the new agenda item and/or a draft resolution, and a background explanation; or (b) an alternative resolution for an existing agenda item, with a clear identification of the agenda item concerned, the text of the proposed alternative resolution, and a background explanation. The request must include the name of a contact person and a contact address (postal address and e-mail) to enable the Company to confirm receipt within 48 hours, and proof must be provided (in the form of a confirmation issued by a financial intermediary) that the requestor was a shareholder of the Company on the Record Date (as defined below under "General Meeting – Instructions for voting electronically, by proxy or attending in person"). If such a request entails a modification of the agenda of the General Meeting, the Company will make an amended agenda available at the latest fifteen (15) days prior to the date of the General Meeting, i.e. by 20 April 2026.
Ability to ask questions ahead of the General Meeting
Shareholders have the right to ask questions about items on the agenda of the General Meeting ahead of and during the meeting. The Company will on a best efforts basis provide responses to the questions during the questions & answers session. Questions must be received by the Company before 6:00 p.m. CET on 25 April 2026. Questions must be sent by e-mail to: [email protected] and include the shareholder's full name and address and a proof of ownership of Company shares on the Record Date (as defined below) issued by a financial intermediary.
General Meeting — Instructions for voting electronically, by proxy or attending in person
Only shareholders who were holders of record of European Shares or New York Shares on the Record Date are allowed to vote in the General Meeting. The "Record Date" is defined as 21 April 2026 at midnight (24:00 hours) CET and 6:00 p.m. (18:00 hours) New York time.
Aperam's shares are divided into European Shares and New York Shares. "European Shares" are the shares directly or indirectly recorded in the Company's shareholders' register held in Luxembourg. "New York Shares" are the shares directly or indirectly recorded in the Company's shareholders' register held in New York. The listing agent for the European Shares is ABN AMRO and the listing agent for the New York Shares is Citibank, N.A.
1. Conditions for Electronic Voting (European Shares)
Holders of European Shares may exercise their vote electronically by following the registration steps.
To vote electronically, holders of European Shares whose ownership is directly or indirectly recorded can log in at www.abnamro.com/evoting using their user account and password no later
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than 5.00 p.m. CET on 29 April 2026. If a shareholder is a new user and does not yet have a user account and password, he/she can create a user account and password at www.abnamro.com/evoting. Please also select via www.abnamro.com/evoting whether your shares are in the register or in the clearing. If your shares are in the register, please select "ABN AMRO Registrar" as intermediary.
For further information please contact:
ABN AMRO Bank N.V.
Equity Capital Markets / Corporate Broking HQ 7212
Gustav Mahlerlaan 10
NL-1082 PP Amsterdam, The Netherlands
[email protected]
2. Conditions for proxy voting
(i) European Shares
Holders of European Shares on the Record Date may give voting instructions to the Company Secretary, or to any other person designated by them.
a. Holders of European Shares, whose ownership is directly recorded, must have obtained, and delivered to the Centralisation Agent the completed, dated, and signed proxy form by 5.00 p.m. CET on 29 April 2026.
The proxy form is available in English and French on request from the Centralisation Agent or the Company's website www.aperam.com under "Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders".
Contacting the Centralising Agent for holders of European Shares on the Record Date:
ABN AMRO Bank N.V.
Equity Capital Markets / Corporate Broking HQ 7212
Gustav Mahlerlaan 10
NL-1082 PP Amsterdam, The Netherlands
[email protected]
b. Holders of European Shares whose ownership is indirectly recorded (shares held in clearing) must have obtained and delivered to their financial intermediary the completed, dated and signed proxy form described above; this financial intermediary will have to provide the relevant Centralising Agent with the proxy form and the registration certificate, dated on the Record Date (21 April 2026) by 5.00 p.m. CET on 29 April 2026. The registration certificate must indicate the identity of the owner of the Aperam shares, the number of shares registered, and a statement that the relevant shares were registered in the financial intermediary's records in the holder's name on the Record Date (the "Registration Certificate").
The Company Secretary will vote in accordance with the instructions given by the shareholder or the shareholder's proxy in the proxy form. If no voting instructions are given in the proxy form, the Company Secretary will vote in favor of the resolutions proposed and supported by the Board of Directors. The proxy form may be obtained from the relevant Centralisation Agent or downloaded
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in English and French from www.aperam.com under "Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders".
Holders of European Shares who wish to revoke their proxy may do so by timely delivering a properly executed later-dated proxy to the relevant Centralisation Agent no later than 5.00 p.m. CET on 29 April 2026, by logging in at www.abnamro.com/evoting or by attending and voting in person at the General Meeting. Attending the General Meeting without voting will not revoke the proxy.
(ii) New York Shares
Holders of New York Shares on the Record Date must follow the voting procedures and instructions received from their financial intermediary or, as the case may be, its procedures on changing or revoking voting instructions.
Persons designated as a proxy by holders of European Shares or New York Shares on the Record Date and who wish to attend the General Meeting in person must bring their proxy card and a proof of their identity (in the form of a non-expired identity card or a passport) to the General Meeting. In order for the General Meeting to proceed in a timely and orderly manner, proxy holders are requested to arrive on time. The doors will open at 08:30 a.m. CET and the General Meeting will start promptly at 09:00 a.m. CET.
3. Conditions for personal attendance
(i) Holders of shares whose ownership is directly recorded
Shareholders who own European Shares or New York Shares and whose ownership is directly recorded in their own name in the Company shareholders' register should announce their intention to attend and vote at the General Meeting by completing, signing and dating the participation form available in English and French on request from the Centralisation Agent or the Company's website www.aperam.com under "Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders" and sending it to:
- For holders of European Shares on the Record Date:
ABN AMRO Bank N.V.
Equity Capital Markets / Corporate Broking HQ 7212
Gustav Mahlerlaan 10
NL-1082 PP Amsterdam, The Netherlands
E-mail: [email protected]
- For holders of New York Shares on the Record Date:
Citibank Shareholder Services
P.O. Box 43099
Providence, Rhode Island 02940-5000, United States of America
E-mail: [email protected]
Phone: 1-877-CITI-ADR (toll-free, U.S. only) or + 1-781-575-4555 (international)
The participation form must be received no later than 29 April 2026 by 5.00 p.m. CET by ABN AMRO Bank for European Shares and 27 April 2026 by 10.00 a.m. New York time by Citibank Shareholder Services for New York Shares.
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(ii) Holders whose ownership is indirectly recorded (shares held in clearing)
Holders of European Shares on the Record Date whose ownership is indirectly recorded, through a clearing system (e.g. Euroclear), in the Company's shareholders' register (including U.S. and Canada residents) and who wish to attend and vote at the General Meeting in person must ask their financial intermediary (bank, broker or other financial institution or intermediary) where their shares are on deposit to send a registration certificate to the relevant Centralisation Agent who must receive it no later than 5.00 p.m. CET on 29 April 2026. The registration certificate must indicate the identity of the owner of the Aperam shares, the number of shares registered, and a statement that the relevant shares were registered in the financial intermediary's records in the holder's name on the Record Date. When the Centralisation Agent has received the registration certificate, an attendance card will be sent to the relevant shareholder.
Holders of New York Shares on the Record Date whose ownership is indirectly recorded, through a clearing system, in the Company's New York shareholders' register and who wish to attend and vote at the General Meeting in person must have their financial intermediary (bank or other financial institution or intermediary) or its agent where their shares are on deposit issue a proxy to them. The proxy will confirm that they owned the relevant number of New York Shares on the Record Date and are authorised to attend and vote at the General Meeting. In addition to issuing a proxy, the financial intermediary must complete and return a New York Share registration request to Citibank, which must be received by Citibank no later than 10.00 a.m. New York time on 27 April 2026. The holders of New York Shares must bring the proxy received from their financial intermediary to the General Meeting; the proxy will serve as attendance card for the General Meeting.
Holders of European Shares or New York Shares who wish to attend the General Meeting in person must bring their attendance card and a proof of their identity (in the form of a non-expired identity card or passport) to the General Meeting. For the General Meeting to proceed in a timely and orderly manner, shareholders are requested to arrive on time. The doors will open at 08:30 a.m. CET and the General Meeting will start promptly at 09:00 a.m. CET
The forms can also be downloaded from the Company's website www.aperam.com, under "Investors - Equity Investors - Annual General Meeting - 5 May 2026 - General Meeting of Shareholders"
The completed, signed and dated proxy form must be received by the Centralisation Agent no later than 5.00 p.m. CET on 29 April 2026 by ABN AMRO Bank for European Shares and 27 April 2026 by 10.00 a.m. New York time by Citibank Shareholder Services for New York Shares.
- Request for information and contact details of Centralisation Agents
Shareholders requiring more information may do so by:
- Contacting the Centralising Agents
For European Shares included in the Euroclear Nederland system and admitted to trading on Euronext European markets (Amsterdam, Brussels, Paris), for European Shares included in the Clearstream Banking or Euroclear Bank system and admitted to trading on the Luxembourg Stock Exchange's regulated market, the Centralisation Agent is:
ABN AMRO Bank N.V.
Equity Capital Markets / Corporate Broking HQ 7212
Gustav Mahlerlaan 10
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NL-1082 PP Amsterdam, The Netherlands
E-mail: [email protected]
For New York Shares traded over the counter, the Centralisation Agent is:
Citibank Shareholder Services
P.O. Box 43099
Providence, Rhode Island 02940-5000, United States of America
E-mail: [email protected]
Phone: 1-877-CITI-ADR (toll-free, U.S. only) or + 1-781-575-4555 (international)
- Contacting the Company Secretary
E-mail: [email protected]
Luxembourg, 3 April 2026
For the Board of Directors, Mr. Lakshmi N. Mittal
(The Chairman)
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