AGM Information • Apr 24, 2025
AGM Information
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The Board of Directors of Viohalco SA (the Company) (the Board of Directors) invites the shareholders to attend the annual ordinary shareholders' meeting (the Meeting) to be held on Tuesday, 27 May 2025 at 12.00 p.m. (CET) at its registered offices at 30 Avenue Marnix, 1000, Brussels, Belgium.
Proposed resolution: it is proposed to approve the annual accounts for the financial year ended 31 December 2024, including the allocation of results contained therein and the distribution of a gross dividend of EUR 0.16 per share.
Proposed resolution: it is proposed to grant discharge to the members of the Board of Directors from any liability arising from the performance of their duties during the financial year ended on 31 December 2024.
Proposed resolution: it is proposed to grant discharge to the statutory auditor from any liability arising from the performance of their duties during the financial year ended on 31 December 2024.
Proposed resolution: it is proposed to renew the appointment of Mr. Nikolaos Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Evangelos Moustakas as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Michail Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Ippokratis Ioannis Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Jean Charles Faulx as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Thanasis Molokotos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Xavier Bedoret as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Patrick Kron as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mrs. Marion Jenny Steiner Stassinopoulos as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mrs. Margaret Zakos as member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to appoint Mrs. Marina Sarkisian Ochanesoglou as member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026;
Proposed resolution: it is proposed to renew the appointment of Mr. Efthimios Christodoulou as independent member of the Board of Directors, for a term of one year expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mr. Christodoulou complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question;
Proposed resolution: it is proposed to renew the appointment of Mrs. Kay Marie Breeden as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mrs. Breeden complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question;
Proposed resolution: it is proposed to renew the appointment of Mrs. Astrid de Launoit as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mrs. de Launoit complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question;
Proposed resolution: it is proposed to renew the appointment of Mrs. Bernadette Christine Blampain as independent member of the Board of Directors, for a term expiring at the end of the annual ordinary shareholders' meeting to be held in 2026; Mrs. Blampain complies with the criteria of independence set forth in article 7:87 of the Belgian Code of Companies and Associations and in Principle 3.5 of the 2020 Belgian Corporate Governance Code. The Board of Directors has no indication of any element that might bring such independence into question.
Proposed resolution: it is proposed to approve the fees of the statutory auditor, PwC Bedrijfsrevisoren - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), in connection with the ESEF reporting for financial year 2024 for an amount of EUR 16,995 (plus VAT, out-of-pocket expenses and the IRE/IBR fee).
b. Renewal of appointment of statutory auditor and approval of fees.
Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment as statutory auditor of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), represented by Alexis Van Bavel BV (B00810), registered auditor, as permanent representative, in its turn represented by Alexis Van Bavel, registered auditor, for a term of three years ending at the annual ordinary shareholders' meeting which will approve the annual accounts of the financial year ending on 31 December 2027; and to set its annual fees at EUR 240,720 (excluding VAT, excluding out-ofpocket expenses, excluding the IRE/IBR fee, but including work to be done with respect to ESEFrequirements, and including the audit work with respect to the Greek Branch), subject to indexation on a yearly basis following the evolution of the consumer price index or as agreed between the parties.
Proposed resolution: it is proposed, upon recommendation of the Audit Committee, to renew the appointment of the audit firm, PwC Bedrijfsrevisoren BV - Reviseurs d'entreprises SRL (registered office in 1831 Diegem, Culliganlaan 5), for the engagement of limited assurance on the sustainability information of the Company which will approve the sustainability information of the financial year ending on 31 December 2025. In compliance with article 3:60 §2 of the Belgian Code of Companies and Associations, the aforementioned firm designates Alexis Van Bavel SRL to carry out the mandate, with Alexis Van Bavel, registered auditor, as permanent representative; to set the fees for this engagement at EUR 145,000 (excluding VAT, excluding out-of-pocket expenses, excluding the IRE/IBR fee); and to confirm the decision of the Company's shareholders' meeting held on 28 May 2024 to appoint PwC Bedrijfsrevisoren BV/PwC Réviseurs d'Entreprises SRL to carry out the assurance engagement on the sustainability information, as set forth in article 3:58, §6 of the Belgian Code of Companies and Associations, for the financial year ended on 31 December 2024. The fee for this engagement amounts to EUR 200,000 (excluding VAT, excluding out-ofpocket expenses, excluding IBR/IRE fee).
Proposed resolution: it is proposed to approve the remuneration report for the financial year 2024 as set out in the 2024 annual report.
In accordance with article 7:134, §2 of the Belgian Code of Companies and Associations and article 19.1 of the articles of association of the Company, the right of a shareholder to vote at the Meeting in person, by proxy or by mail is subject to the compliance with all formalities described below:
Only persons who are shareholders of the Company on the Record Date are entitled to participate in and vote at the Meeting.
In accordance with article 7:130 of the Belgian Code of Companies and Associations and article 18.7 of the articles of association of the Company, one or more shareholders holding together at least 3% of the share capital of the Company may add new items to the agenda of the Meeting or new proposed resolutions concerning items put or to be put on the agenda.
Such request will only be valid if, at the date the Company receives it, it is accompanied by a document establishing the above-mentioned shareholding.
The Company must receive the text of the new items or new proposed resolutions to be put on the agenda on a signed original paper form by Monday, 5 May 2025, at 5.00 pm (CET) at the latest. The text can also be communicated to the Company within the same period by electronic means, provided that the communication is signed by means of an electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation.
The agenda, completed on the basis of any requests validly submitted, will be published at the latest on Monday, 12 May 2025.
The Meeting will only examine new items or proposed resolutions to be put on the agenda upon the request of one or more shareholders if the latter have complied with all admission formalities to attend the Meeting.
In accordance with article 7:139 of the Belgian Code of Companies and Associations, shareholders who have completed the formalities for admission to the Meeting may submit written questions, as from the publication of this notice, concerning the items on the agenda to the members of the Board of Directors and/or the statutory auditors. Questions must be received by the Company by letter or e-mail ([email protected]) by Wednesday, 21 May 2025, at 5.00 pm (CET) at the latest.
In accordance with Article 20.3 of the articles of association of the Company, any shareholder may vote by mail prior to the Meeting. Such vote must be submitted on the form prepared by the Company. The Company must receive the signed form by post or email by Wednesday, 21 May 2025, at 5.00 pm (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The form to vote by mail is available on the Company's website (www.viohalco.com).
In accordance with article 7:142 of the Belgian Code of Companies and Associations and article 19.2 of the articles of association of the Company, any shareholder may be represented at the Meeting by a proxyholder. The Company must receive the signed form by post or email by Wednesday, 21 May 2025, at 5.00 pm (CET) at the latest. The electronic form must be signed by electronic signature within the meaning of article 3.10 of EU Regulation 910/2014 or a qualified electronic signature within the meaning of article 3.12 of such regulation. The proxy form is also available on the Company's website (www.viohalco.com).
Any appointment of a proxyholder must comply with the applicable Belgian legislation, notably in terms of conflicting interests and record keeping.
In order to take part in the Meeting, shareholders or holders of other securities as well as proxy-holders must present a proof of their identity and the representatives of legal persons must provide a copy of the documents that attest their identity and powers of representation, in any case at the latest immediately before the opening of the Meeting.
The annual report and the documents, which the law requires to be made available to the shareholders together with the present convening notice, are available on the Company's website (www.viohalco.com), including the form to vote by mail and the proxy form.
The shareholders may also review upon request all documents, which the law requires to make available to them, on business days and during normal office hours, at the registered offices of the Company (30 avenue Marnix, 1000, Brussels, Belgium).
Prior written questions concerning items on the agenda, requests to amend the agenda of the Meeting, forms to vote by mail, forms to appoint proxyholders, all certificates and other documents which must be communicated to the Company pursuant to the present convening notice must be exclusively addressed to Catherine Massion, deputy manager, Viohalco SA, 30 avenue Marnix, 1000 Brussels, Belgium (tel: + 32 (0)2 224 09 11/ e-mail: [email protected]) in accordance with the modalities specified in the present convening notice.
The Board of Directors
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