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Ion Beam Applications, SA — Proxy Solicitation & Information Statement 2026
May 8, 2026
3960_rns_2026-05-08_93d9fb6e-3b07-4dd6-b552-600b55911f67.pdf
Proxy Solicitation & Information Statement
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iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
CONVENING NOTICE TO THE EXTRAORDINARY GENERAL MEETING 2026 OF IBA SA
– WEDNESDAY JUNE 10, 2026, AT 11:00 A.M. –
Dear Shareholder,
We have the honor of convening you to the Extraordinary General Meeting (the "EGM") of IBA to be held on Wednesday June 10, 2026 at 11:00 A.M., to deliberate on the attached agenda.
The EGM will be held in person at the Company's headquarters. There will also be an online webcast, accessible upon prior registration, but it will not be possible to vote online. This is a simple webcast.
Shareholders are strongly encouraged to vote in advance of the EGM, within the legal deadlines, by proxy or via the remote voting form (both of which are provided herewith), in order to facilitate the counting of votes.
Alternatively, shareholders are offered the possibility of voting via the platform http://www.abnamro.com/evoting (or, in the case of dematerialized shares, with the intervention of a financial intermediary acting on the instructions of the shareholder - via http://www.abnamro.com/intermediary) managed by ABN AMRO acting as agent of the Company.
You will find all the formalities applicable for attending the EGM, together with the relevant forms, in attachment to this convening notice, as well as on our website (https://iba-worldwide.com/), on the Investor relations > Legal information > Shareholders' meetings page.
If you have any questions concerning this convening notice, please send an e-mail to [email protected].
Yours sincerely,
Mr. Pierre Mottet
Permanent representative of Saint-Denis SA
Chairman of the Board of Directors
1/9
Iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF IBA SA
WEDNESDAY 10 JUNE 2026, 11 A.M.
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Acknowledgment of the special report prepared by the Board of Directors pursuant to Article 7:199 of the Belgian Companies and Associations Code (the 'BCCA') regarding the proposal to renew the authorised capital.
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This point does not require a decision and will therefore not be put to a vote.
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Renewal of the authorisation granted to the Board of Directors to increase the share capital, in one or more transactions, within the framework of the authorised capital (including, where applicable, through the issuance of convertible bonds or subscription rights), under the terms, including the five-year duration, provided in Articles 7:198 and 7:199 of the BCCA.
Given that the present renewal decision will only take effect as from the publication of an excerpt of these minutes in the Annexes to the Belgian Official Gazette, and in order to avoid any period during which, between the present renewal decision and such publication, the Board of Directors would be deprived of any authorized capital, revocation of the authorization to increase the share capital granted by the Extraordinary General Meeting of March 28, 2023, to the extent that it has not yet been used by the Board of Directors, with effect as from the publication of the present decision renewing the authorized capital.
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Proposed decision: approval.
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Replacement of Article 6, first paragraph, of the Articles of Association, if and to the extent necessary, in order to bring them into line with the foregoing decision, including the insertion of a transitional provision worded as follows:
"Pursuant to the decision of the Extraordinary General Meeting of [...], the Board of Directors is vested with the power to increase the share capital of the Company, to issue convertible bonds or subscription rights, in one or more transactions, within the statutory limits, for a period of five years as from the publication of an excerpt of the minutes of said meeting in the Annexes to the Belgian Official Gazette.
By way of a transitional provision, the decision to renew the authorized capital adopted by the Extraordinary General Meeting of 28 March 2023 shall remain in force until the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of [...] to renew the authorization granted to the Board of Directors to increase the share capital."
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Proposed decision: approval.
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Renewal of the authorization granted to the Board of Directors to make use of its power to increase the share capital within the framework of the authorized capital in the cases provided for in Article 7:200 of the Belgian Code of Companies and Associations (limitation or waiver of preferential rights and incorporation of reserves), for an identical period of five years and with the same transitional provision.
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Proposed decision: approval.
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Insertion of a new paragraph after paragraph 1 of Article 6 of the Articles of Association, as adopted above, if and to the extent necessary, in order to bring the Articles of Association into line with the foregoing decision, worded as follows:
"Pursuant to the decision of the Extraordinary General Meeting of [...], the Board of Directors is expressly authorized to make use of this power in the cases referred to in Article 7:200 of the Belgian
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1ba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
Code of Companies and Associations (limitation or cancellation of preferential subscription rights and capitalization of reserves), for the same period of five years."
And replacement, in the transitional provision adopted above, of the word "remains" by the words:
", including the decision to make use of this power in the cases referred to in Article 7:200 of the Belgian Code of Companies and Associations (limitation or cancellation of preferential subscription rights and capitalization of reserves), adopted by the Extraordinary General Meeting of 4 September 2023, shall remain".
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Proposed decision: approval.
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Renewal of the express authorization granted to the Board of Directors to make use of the authorized capital under the conditions, in particular as regards duration (three years), provided for in Article 7:202 of the Belgian Code of Companies and Associations (public takeover bid).
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Proposed decision: approval.
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Replacement of the last paragraph of Article 6 of the Articles of Association, if necessary, in accordance with the foregoing decision, worded as follows:
"Pursuant to the decision of the Extraordinary General Meeting of [...], the Board of Directors is expressly authorized to make use of the authorized capital in the cases referred to in Article 7:202 of the Belgian Code of Companies and Associations (public takeover bid notice), following receipt of the communication from the FSMA informing the Company that it has been notified of a public takeover bid concerning the Company, provided that such receipt occurs within three years from the date of said Extraordinary General Meeting."
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Proposed decision: approval.
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Renewal of the authorization granted to the Company to acquire its own shares, profit-sharing certificates or securities, in one or more transactions, in accordance with the conditions, in particular as regards duration (five years), provided for in Articles 7:215 et seq. of the Belgian Code of Companies and Associations, (a) up to a maximum of twenty percent (20%) of the total number of the relevant issued securities, and (b) for a consideration per security of not less than ten euro cents (EUR 0.10) and not more than twenty percent (20%) above the last stock exchange price.
Given that the present renewal decision will take effect only as from the publication of an excerpt of these minutes in the Annexes to the Belgian Official Gazette, and in order to avoid any period during which, between the present renewal decision and such publication, the Company would be deprived of the possibility to acquire its own shares, profit-sharing certificates or securities, the General Meeting resolves to revoke the authorization to acquire its own shares, profit-sharing certificates or securities granted by the Extraordinary General Meeting of 28 March 2023, with effect as from the publication of the present renewal decision.
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Proposed decision: approval.
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Replacement of the first paragraph of Article 9 of the Articles of Association, if necessary, in order to bring it into line with the foregoing decision, including the insertion of a transitional provision, worded as follows:
"Pursuant to the decision of the Extraordinary General Meeting of [...], the Company may, without any further decision of the General Meeting, acquire its own shares, profit-sharing certificates or securities, in accordance with the applicable legal conditions (Articles 7:215 et seq. of the Belgian Code of Companies and Associations), in one or more transactions, up to a maximum of twenty percent (20%) of the total number of the relevant issued securities, for a consideration per security
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Iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
of not less than ten euro cents (EUR 0.10) and not more than twenty percent (20%) above the last stock exchange price. This authorization is granted for a period of five years as from the publication of an excerpt of the minutes of said meeting in the Annexes to the Belgian Official Gazette."
"By way of a transitional provision, the authorization granted to the Company to acquire its own shares, profit-sharing certificates or securities, adopted by the Extraordinary General Meeting of 28 March 2023, shall remain in force until the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of [...] renewing said authorization."
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Proposed decision: approval.
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In accordance with Article 7:128 of the Belgian Code of Companies and Associations, if the required attendance quorum is not met at the present Extraordinary General Meeting, a second Extraordinary General Meeting shall be convened to be held at the Company's registered office on June 29, 2026 at 11 a.m.
Such second Extraordinary General Meeting may be convened with a reduced notice period of seventeen (17) days and shall validly deliberate regardless of the number of shares present or represented.
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This point does not require a decision and will therefore not be put to a vote.
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Renewal of the authorization granted to the Company to dispose of its own shares, profit-sharing certificates or securities, in one or more transactions, in accordance with the conditions provided for in Article 7:218 of the Belgian Code of Companies and Associations, including in the cases referred to in points 3° and 4° of Article 7:218, §1, first paragraph, of the Belgian Code of Companies and Associations.
Given that the present renewal decision will only take effect as from the publication of an excerpt of these minutes in the Annexes to the Belgian Official Gazette, and in order to avoid any period during which, between the present renewal decision and such publication, the Company would be deprived of the possibility to dispose of its own shares, profit-sharing certificates or securities, in one or more transactions, under the conditions provided for in Article 7:218 of the Belgian Code of Companies and Associations, including in the cases referred to in points 3° and 4° of Article 7:218, §1, first paragraph, of the Belgian Code of Companies and Associations, the General Meeting resolves to maintain the authorization granted by the Extraordinary General Meeting of 4 September 2023 until the publication of the present renewal decision.
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Proposed decision: approval.
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Replacement of paragraph 2 of Article 9 of the Articles of Association, if necessary, in accordance with the foregoing decision, including the insertion of a transitional provision, worded as follows:
"Pursuant to the decision of the Extraordinary General Meeting of [...], the Company may dispose of the securities thus acquired in accordance with the applicable legal conditions (Article 7:218, §1, of the Belgian Code of Companies and Associations), including in the cases referred to in points 3° and 4° of Article 7:218, §1, first paragraph, of the Belgian Code of Companies and Associations, for a period of three years as from the publication of an excerpt of the minutes of said meeting in the Annexes to the Belgian Official Gazette."
"By way of a transitional provision, Article 9, paragraph 2, of the Articles of Association, as adopted by the Extraordinary General Meeting of 4 September 2023, shall remain in force until the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of [...] renewing said authorization."
- Proposed decision: approval.
1ba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
- Renewal of the authorization granted to the Company to acquire or dispose of its own shares, profit-sharing certificates or securities, in one or more transactions, without any further decision of the General Meeting, on the market on which such securities are listed or by any other means, in order to prevent serious and imminent harm to the Company, in accordance with Article 7:215, §1, paragraphs 4 and 5, and Article 7:218, §1, first paragraph, 3°, of the Belgian Code of Companies and Associations, for a period of three years.
Given that the present renewal decision will only take effect as from the publication of an excerpt of these minutes in the Annexes to the Belgian Official Gazette, and in order to avoid any period during which, between the present renewal decision and such publication, the Company would be deprived of the possibility to acquire or dispose of its own shares, profit-sharing certificates or securities, in one or more transactions, without any further decision of the General Meeting, on the market on which such securities are listed or by any other means, in order to prevent serious and imminent harm to the Company, in accordance with Article 7:215, §1, paragraphs 4 and 5, and Article 7:218, §1, first paragraph, 3°, of the Belgian Code of Companies and Associations, the General Meeting resolves to maintain the authorization granted by the Extraordinary General Meeting of 4 September 2023 until the publication of the present renewal decision.
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Proposed decision: approval.
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Replacement of the last paragraph of Article 9 of the Articles of Association, if necessary, in order to bring it into line with the foregoing decision, including the insertion of a transitional provision, worded as follows:
"Furthermore, pursuant to the decision of the Extraordinary General Meeting of [...], the Company may, without any further decision of the General Meeting, in accordance with Article 7:215, §1, paragraphs 4 and 5, and Article 7:218, §1, first paragraph, 3°, of the Belgian Code of Companies and Associations, and subject to compliance with the conditions set out therein, make use of this power and acquire or dispose of its own securities, on the market on which such securities are listed or by any other means, in order to prevent serious and imminent harm to the Company, for a period of three years as from the publication of an excerpt of the minutes of said meeting in the Annexes to the Belgian Official Gazette."
"By way of a transitional provision, Article 9, paragraph 3, of the Articles of Association, as adopted by the Extraordinary General Meeting of 4 September 2023, shall remain in force until the publication in the Annexes to the Belgian Official Gazette of the decision of the Extraordinary General Meeting of [...] renewing said authorization."
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Proposed decision: approval.
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Powers to the Notary for the coordination of the Articles of Association following the preceding decisions.
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Proposed decision: approval.
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Powers to special proxies for the execution of the preceding decisions, including the drafting, signing and filing of any document with any competent authority or administration.
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Proposed decision: approval of the granting of all powers to each managing director, the Chairman of the Board of Directors, and to Mr. Christian Matton, Ms. Elena De Landy, Ms. Elisabeth Huvelle, and Ms. Marie Gahylle, each with individual power and the right to sub-delegate, to implement the preceding decisions, including the drafting, signing and filing of any document with any competent authority or administration.
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iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
LEGAL FORMALITIES TO PARTICIPATE TO THE EXTRAORDINARY GENERAL MEETING OF IBA SA ON WEDNESDAY, JUNE 10, 2026 AT 11 A.M.
1. TWO CONDITIONS TO BE ADMITTED TO THE EGM: (A) REGISTRATION OF SHARES (AS AT THE "RECORD DATE") AND (B) NOTIFICATION OF PARTICIPATION
Only those people who meet the two conditions set out under points (A) and (B) below will be entitled to participate in the EGM, i.e.:
(A) Registration by the shareholder of the shares in his/her/its name (i.e., proof that he/she/it holds the number of shares for which he/she/it intends to vote), no later than the 14th day prior to the EGM, i.e. on Wednesday May 27, 2025, at midnight (the "Record Date"). The procedure of registration of the shares is as follows, depending on the form of the shares:
(i) For dematerialized shares: the registration of dematerialized shares will be evidenced by their entry in the name of the shareholder as at the Record Date in the accounts of an authorized account keeper or settlement institution. Holders of dematerialized shares will receive a certificate from the authorized account keeper or liquidation agent certifying the number of dematerialized shares registered in the shareholder's name on the Record Date.
(ii) For registered shares: the registration of registered shares will be evidenced by their entry in the name of the shareholder as at the Record Date in the Company's register of registered shares.
and
(B) Notification by the shareholder of his/her/its intention to participate in the EGM and of the number of shares for which he/she/it intends to vote, to be received by IBA or ABN AMRO Bank N.V. no later than the 6th day prior to the EGM, i.e. by Thursday June 4, 2025, at 4 p.m. at the latest. The procedure of notification is as follows, depending on the form of the shares:
(i) For dematerialized shares: The holders of dematerialized shares have to notify their intention electronically to ABN AMRO Bank N.V. via www.abnamro.com/evoting. They must attach to their notification of participation the certificate referred to in point 1(A)(i) above delivered by their financial intermediary. In the event of an electronic notification to ABN AMRO Bank N.V. by the financial intermediary, the latter must provide such certificate via www.abnamro.com/intermediary and not via any other means. In that case, the financial intermediary is requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the shareholding on the Record Date in an efficient manner.
(ii) For registered shares: the shareholder must notify IBA's legal department of his/her/its intention to participate to the EGM by e-mail ([email protected]). Alternatively, such notification can also be submitted electronically via www.abnamro.com/evoting by selecting 'Registrar' as intermediary. However, shareholders who send a proxy or a postal voting form are exempt from notifying their intention to participate.
1ba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
2. INCLUSION OF ITEMS ON THE AGENDA OF THE EGM
One or more shareholders who together own at least 3% of IBA's share capital may request that items be included on the agenda of the EGM, and may also submit proposals for decisions concerning items included or to be included on the agenda, subject to compliance with the requirements of Section 7:130 of the Companies and Associations Code (the "CSA").
The shareholder(s) exercising this right must, in order for their request to be considered, satisfy both of the following conditions:
(A) prove that they hold the required percentage of share capital (i.e. 3%) at the date of their application (either by means of a certificate recording the registration of the corresponding shares in the Company's register of registered shares, or by means of a certificate drawn up by the approved account keeper or liquidation agency, certifying the registration in their name of the corresponding number of dematerialized shares); and
(B) hold 3% of the Company's share capital on the Record Date.
These requests, accompanied by proof of the required shareholding and, depending on the case, the text of the subjects to be dealt with and the related proposed decisions or proposed decisions concerning certain subjects already on the agenda, must reach IBA's Legal Department ([email protected]) no later than the 22nd day before the EGM, i.e. on Tuesday May 19, 2025. Such requests must indicate the e-mail address to which IBA will send the acknowledgement of receipt of such requests within the legal deadline (which is currently set at 48 hours from such receipt).
Where applicable, the Company will publish, in accordance with Section 7:130, §3, of the CSA, an updated agenda and an updated ad hoc proxy form and postal voting form no later than on the 15th day prior to the EGM, i.e. on Tuesday May 26, 2025.
Proxies notified to the Company prior to the publication of an amended agenda in accordance with Section 7:130 of the CSA will remain valid for the agenda items covered by such proxies. However, for items on the agenda which are the subject of new proposals for decision, the proxy holder may, at the meeting, deviate from any instructions given by his principal if the execution of such instructions is likely to compromise the interests of his principal. He must inform his principal of this. In this respect, the power of attorney shall indicate whether the proxy is authorized to vote on new items on the agenda.
3. PROXIES
Each shareholder may vote by proxy before the EGM. We strongly recommend that shareholders use this means of voting to facilitate the counting of votes.
Proxies are available to shareholders on the Company's website (https://iba-worldwide.com/), on the following page: Investor relations > Legal information > Shareholders' meetings.
Duly completed (for each item on the agenda) and signed proxies must reach the Company ([email protected]) no later than by the 6th day before the EGM, i.e. on Thursday June 4, 2025 at 4 p.m.
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Iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
In addition, an electronic proxy is available to the shareholders who have registered electronically to participate to the EGM, by using the ABN AMRO platform (www.abnamro.com/evoting), where the shareholders can find an fill-in a proxy with voting instructions and send it to the Company via an electronic form. In the case of dematerialized shares, with the intervention of a financial intermediary acting on instruction of the shareholder, an electronic proxy can be submitted via www.abnamro.com/intermediary. In all cases, the electronic proxy has to be received by ABN AMRO Bank N.V. by Thursday June 4, 2025, at 4 p.m. at the latest.
For the purpose of calculating quorum and majority requirements, only proxies submitted by shareholders who have complied with the formalities for admission to the EGM set out in point 1 above will be considered.
4. POSTAL VOTING
Each shareholder may vote by post before the EGM, using the appropriate form.
Postal voting forms are available on the Company's website (https://iba-worldwide.com/) on the following page: Investor relations > Legal information > Shareholders' meetings.
Voting forms, duly completed for each item on the agenda and signed, must reach the Company ([email protected]) no later than the 6th day before the EGM, i.e. on Thursday June 4, 2025, at 4 p.m.
For the purpose of calculating quorum and majority requirements, only proxies submitted by shareholders who have complied with the formalities for admission to the meeting set out in point 1 above will be considered.
5. VOTING VIA THE ABN AMRO PLATFORM
In addition, this year, shareholders have the option to vote via the platform operated and managed by ABN AMRO, acting as the Company’s agent. Votes must be submitted on the platform within the same deadlines as those cast by postal or proxy voting, namely no later than Thursday June 4, 2025, at 4:00 p.m.
6. SHAREHOLDER’S QUESTIONS RELATING TO THE AGENDA
The directors and the statutory auditor will answer questions from shareholders, in accordance with Section 7:139 of the CSA, insofar as such questions relate to the items on the agenda and the disclosure of data or facts is not such as to prejudice the Company's strategic interests or the confidentiality undertakings entered into by the Company, its directors or its statutory auditor, and provided that the shareholders submitting the questions have complied with the formalities for admission to the EGM detailed in points 1(A) and (B) above.
Any such questions must be submitted in writing to the Company's legal department ([email protected]) no later than the 6th day prior to the EGM, i.e. on Thursday June 4, 2025, at 4 p.m.
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iba
Ion Beam Applications (en abrégé, IBA) SA Chemin du Cyclotron 3 – B-1348 Louvain-la-Neuve – Belgique RPM Brabant Wallon – BCE/TVA BE0428.750.985 ISIN Euronext Brussels BE0003766806 (the "Company")
7. DOCUMENTS MADE AVAILABLE
All documents relating to the EGM that are required by law to be made available to shareholders can be accessed on the Company’s website (https://iba-worldwide.com/), on the following page: Investor relations > Legal information > Shareholders' meetings, as from today.
8. OUTSTANDING SHARES AND VOTING RIGHTS
On the date of this convening notice, the total number of outstanding shares is 30.282.218, the total number of outstanding voting rights is 40.514.366 and the shares are not divided into classes within the meaning of Section 7:155 of the CSA.
It should be noted that one share entitles its holder to one vote, and that all registered shares which have been recorded in the shareholder's name in the share register for at least two years without interruption and which meet the legal requirements (cfr. Section 7:53 of the CSA) benefit from the double voting right provided by the Company’s articles of association in accordance with Section 7:53 of the CSA.
The specific thresholds provided in article 27 of the Company’s articles of association should also be noted.
9. PRACTICAL ARRANGEMENTS FOR ATTENDING THE EGM HELD BY VIDEO-CONFERENCE
The EGM is a physical meeting. The webcast will allow live viewing only. The shareholders will not be able to make oral comments during the broadcast. Only chat will be allowed. Furthermore, it will not be possible to vote by chat.
Shareholders who wish to attend the webcast must comply with the legal formalities detailed in point 1 above and must register in advance through the following procedure:
- send an e-mail to [email protected] with the e-mail address to which they wish to receive the invitation to the webcast;
- they will then receive an e-mail inviting them to the webcast;
- they must then use the link that will be sent to them in order to request their pre-registration;
- they will be able to attend the live webcast via the "Teams" link that will be emailed to them to the same address.
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