G R O U P E B R U X E L L E S L A M B E R T
Limited Liability Company
Ordinary General Shareholders' Meeting of May 2, 2025
Agenda
1. MANAGEMENT REPORT OF THE BOARD OF DIRECTORS AND REPORTS OF THE STATUTORY AUDITOR ON THE 2024 FINANCIAL YEAR
2. FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2024
2.1. Presentation of the consolidated accounts for the year ended December 31, 2024. 2.2. Approval of annual accounts for the year ended December 31, 2024.
3. DISCHARGE OF THE DIRECTORS
Proposal for the discharge to be granted to the Directors for duties performed during the year ended December 31, 2024.
4. DISCHARGE OF THE STATUTORY AUDITOR
Proposal for the discharge to be granted to the Statutory Auditor for duties performed during the year ended December 31, 2024.
5. APPOINTMENT OF DIRECTORS
- 5.1. Proposal to appoint Johannes Huth as Director for a four-year term.
- 5.2. Proposal to re-elect for a four-year term, in his capacity as Director, Claude Généreux whose current term of office expires at the conclusion of this General Shareholders' Meeting.
- 5.3. Proposal to re-elect for a four-year term, in her capacity as Director, Alexandra Soto whose current term of office expires at the conclusion of this General Shareholders' Meeting.
- 5.4. Proposal to re-elect for a four-year term, in her capacity as Director, Agnès Touraine whose current term of office expires at the conclusion of this General Shareholders' Meeting and to acknowledge the independence of Agnès Touraine who meets the criteria mentioned in Article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter. The Board of Directors expressly confirms that it has no indication of any element that could call into question the independence referred to in Article 7:87, §1 of the Code on companies and associations.
5.5. Proposal to re-elect for a four-year term, in his capacity as Director, Jacques Veyrat whose current term of office expires at the conclusion of this General Shareholders' Meeting and to acknowledge the independence of Jacques Veyrat who meets the criteria mentioned in Article 7:87, §1 of the Code on companies and associations and included in the GBL Corporate Governance Charter. The Board of Directors expressly confirms that it has no indication of any element that could call into question the independence referred to in Article 7:87, §1 of the Code on companies and associations.
6. ASSURANCE OF SUSTAINABILITY REPORTING
- 6.1. In accordance with the recommendation of the Audit Committee and on the proposal of the Board of Directors, confirmation of the appointment of PwC Bedrijfsrevisoren-Reviseurs d'Entreprises, with its registered office at 1831 Diegem, Culliganlaan 5, Statutory Auditor of GBL, for the limited assurance of sustainability reporting mission under the law of December 2, 2024 transposing the CSRD Directive and under the Code on companies and associations. This appointment refers to a period of one year covering the 2024 financial year. The remuneration for this mission amounts to EUR 126,150 (plus VAT, various disbursements and IBR-IRE contribution). In accordance with Article 3:60, §2 of the Code on companies and associations, it is specified that PwC Bedrijfsrevisoren-Reviseurs d'Entreprises has appointed Alexis Van Bavel SRL (B00810), auditor, as its representative, responsible for carrying out the mission, with as permanent representative Alexis Van Bavel, also auditor.
- 6.2. In accordance with the recommendation of the Audit Committee and on the proposal of the Board of Directors, proposal to appoint PwC Bedrijfsrevisoren-Reviseurs d'Entreprises, with its registered office at 1831 Diegem, Culliganlaan 5, Statutory Auditor of GBL, for the limited assurance of sustainability reporting mission under the law of December 2, 2024 transposing the CSRD Directive and under the Code on companies and associations. This proposal covers a period of two years, including the financial years 2025 and 2026. The remuneration for this mission will amount to EUR 92,000 a year (plus VAT, various disbursements, IBR-IRE contribution and indexation). In accordance with Article 3:60, §2 of the Code on companies and associations, it is specified that PwC Bedrijfsrevisoren-Reviseurs d'Entreprises will appoint Alexis Van Bavel SRL (B00810), auditor, as its representative, responsible for carrying out the mission, with as permanent representative Alexis Van Bavel, also auditor.
7. REMUNERATION REPORT
Proposal to approve the Board of Directors' remuneration report for the 2024 financial year.
8. REMUNERATION POLICY
Proposal to approve the remuneration policy applicable as from the 2025 financial year.
9. LONG TERM INCENTIVE PLAN
- 9.1. Report of the Board of Directors drawn up pursuant to Article 7:227 of the Code on companies and associations with respect to the guarantee referred to in the following resolution proposal.
- 9.2. Pursuant to Article 7:227 of the Code on companies and associations, to the extent necessary, proposal to approve the grant by GBL of a guarantee with respect to a credit granted to a subsidiary of GBL, permitting the latter to acquire GBL shares in the framework of the annual long term incentive plan of the group.
10. MISCELLANEOUS
In order to be adopted, the proposals on the agenda of this Meeting do not require a quorum and require a simple majority of the votes cast at the Meeting, with the exception of the proposal listed under item 9.2. which requires a quorum of half of the capital and a majority of three fourths of the votes cast at the Meeting.