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GeoJunxion N.V. AGM Information 2021

Oct 5, 2021

3846_iss_2021-10-04_56a17151-fd0a-4a11-a53e-7495087beb68.pdf

AGM Information

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Item 2 Business update and clarification of the updated strategy

The CEO and CBO will provide an overview of the main developments during the accounting year 2020 - 2021, will provide an update on the strategy, how this has evolved over the past 18 months and during the first quarter of accounting year 2021-2022. CEO/CBO will also present an overview of the product portfolio and business environment in which the company operates.

Item 3 Report of the Management Board for financial year 2020-21

The CEO - Ivo Vleeschouwers will present the report of the Management Board.

Item 4 Report of the Supervisory Board for financial year 2020-21

The Chairman of the Supervisory Board - Mr. Cees Molenaar will present the report of the Supervisory Board.

Item 5 Remuneration policy in financial year 2020-21

voting For the topic on the implementation of the Remuneration policy, reference is made to the notes 6.26 and 6.27 in the 2020-21 Consolidated Annual accounts.

Item 6 Adoption of the minutes of the EGMS of 29 December 2020

voting The Shareholders are invited to pose their questions to the Minutes of the Extra-ordinary General Shareholders Meeting held per 29 December 2020. Subsequently, they are requested to vote and approve the Minutes of the meeting.

Item 7 Proposal to adopt the financial statements

voting The Shareholders are invited to pose their questions to the 2020-21 Consolidated Annual Accounts as prepared and approved by the Supervisory board. Subsequently, they are requested to vote and approve the 2020-21 Consolidated Annual Accounts of GeoJunxion N.V..

Item 8 Policy on result allocation (discussion item)

voting The dividend policy of GeoJunxion N.V. is stated as: GeoJunxion has the ambition to turn around its business, become and remain a profitable company in the near future. It has the intention to finance its growth from its own operational cash flow. In determining a dividend, the company is considering a number of factors, such as: internal growth opportunities, investment and cash requirements, the equity position and its shareholders' interests. A dividend distribution is determined annually by the Supervisory Board. Given the negative result for 2020-21, GeoJunxion is putting a resolution before the General Meeting of Shareholders proposing not to pay dividend for the 2020-21 financial year.

Item 9 Proposal to not to issue a dividend over 2019

  • voting Based on the 2020-21 results, GeoJunxion proposes to the shareholders not to distribute a dividend.
  • Item 10 Corporate Governance (discussion item)

Reference is made to the section Corporate Governance in the Report of the Management Board 2020-21

Item 11 Proposal give discharge to the members of the Board of Management

voting The Shareholders are invited to approve the proposal to discharge the members of the Board of Management for their activities during the accounting year 2020-21.

Item 12 Proposal give discharge to the members of the Supervisory Board

voting The Shareholders are invited to approve the proposal to discharge the members of the Supervisory Board for their activities during the accounting year 2020-21.

Item 13 Proposal to re-appoint Mr. C.S.M Molenaar as Chairman

voting The mandate of Mr. C.S.M Molenaar as Chairman and member of the Supervisory Board ends per the date of the Shareholders meeting. It is proposed to the Shareholders to extend his nomination as Chairman and member of the Supervisory board for an additional period of 4 years.

Item 14 Proposal to re-appoint Mr. S. Fernback as member

voting The mandate of Mr. S. Fenback as member of the Supervisory Board ends per the date of the Shareholders meeting. It is proposed to the Shareholders to extend his nomination as member of the Supervisory board for an additional period of 4 years.

Item 15 Proposal to authorize the Supervisory Board to nominate an external auditor

voting In a press release dated 9 September 2021, the company informed the shareholders that it has been unable to find a PIE/OOB-licensed auditor for the audit of its 2020-21 Consolidated Financial Statements. None of the available OOB/PIE licensed auditing firms in the Netherlands have been found willing or able to provide their services to audit the accounts. Unfortunately, GeoJunxion is therefore forced to publish its 2020-21 Consolidated Financial Statements without an auditor's opinion. The GeoJunxion Management and Supervisory Board regret this outcome, and want to stress that the considerations for aforementioned audit firms not to service GeoJunxion are outside the sphere of influence of the company, and find its origin in the strict application of the applicable legislation for PIEs/OOBs, as well as in the apparent scarce resources within PIE/OOB-licensed audit firms. Meanwhile, GeoJunxion continues to do its utmost to secure a PIE/OOB-licensed auditor for the next fiscal year. It is proposed to grant the Board of Management the authority to nominate the statutory auditor when a suitable candidate has been identified.

Item 16 Proposal to confirm the appointment of Mr. I. Vleeschouwers as CEO/CFO

voting In the General Shareholders meeting of 19 May 2020, Mr. I. Vleeschouwers was nominated as the statutory CFO. With the departure of Mr T. Jaccoud per 31 May 2021, the Supervisory Board extended his role to cover the CEO role in addition to his CFO role. It is proposed to the Shareholders to formalize the Supervisory Boards' decision and to nominate Mr. I. Vleeschouwers as Statutory CEO/CFO for the company for a period of 4 years.

Item 17 Proposal to appoint Mr. F. Altamura as CBO (Chief Business Officer) and Managing Director

voting It is proposed to the Shareholders to nominate Mr.F. Altamura as CBO, Chief Business Officer and member of the Management Board of the company, starting 16 November 2021 for a period of 4 years. The CV of Mr. Altamura can be viewed on the GeoJunxion website alongside the GMS documents.

Item 18 Authorization of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 5% to cover Share Options issued to Staff and for general purposes.

voting The shareholders are requested to grant the authority to the Management Board for a period of 18 months starting 16 November 2021 - in accordance to the Dutch Civil Code Art. 2:96 – to act as authorized body and after approval of the Supervisory Board, to issue shares, or to grant rights to shares to a maximum of 5% of the current number of ordinary shares. This covers a maximum of 212,148 shares. The shares will be used to cover the Share option scheme for the company's staff and for other general purposes.

Item 19 Authorization of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 18

voting The shareholders are requested to grant the authority to the Management Board for a period of 18 months starting 16 November 2021 to limit or exclude the preferential subscription rights, in case of the issuance of shares referred to under Agenda Item 18. The usage of this authority will require the approval of the Supervisory Board.

Shareholders attending the Annual Meeting of Shareholders are requested to cast their votes ahead of the meeting using the Voting instructions and Proxy form, which can be found on the website www.GeoJunxion.com in the Investor relations section.

Capelle aan den IJssel, 4 October 2021 The Management and Supervisory Board GeoJunxion N.V.