General Meeting and Voting Rights
The Articles of Association provide that at least one annual General Meeting shall be held within six months after the close of each fiscal year. Other General Meetings will be held whenever our Board of Directors deems such to be necessary. Shareholders representing alone or in aggregate at least one-tenth of our issued and outstanding share capital may, pursuant to the DCC, request that a General Meeting be convened. Within three months of it becoming apparent to our Board of Directors that our equity has decreased to an amount equal to or lower than one-half of the paid-in and called-up capital, a General Meeting would be held to discuss any requisite measures.
We will give notice of any General Meeting by publication on our website and furthermore, to the extent required, in another manner in accordance with the applicable stock exchange regulations. The notice convening any General Meeting must include, among other items, an agenda indicating the place and date of the meeting, the items for discussion and voting, the proceedings for registration including the registration date, as well as any proposals for the agenda. Pursuant to Dutch law, shareholders holding at least 3% of our issued and outstanding share capital have a right to request our Board of Directors to include items on the agenda of the General Meeting. Our Board of Directors must agree to these requests, provided that (i) the request was made in writing and motivated, and (ii) the request was received by the Chair of our Board of Directors at least sixty days prior to the date of a General Meeting.
Our Board of Directors must give notice of a General Meeting, by at least such number of days prior to the day of the meeting as required by Dutch law, which is currently forty-two days.
Shareholders (as well as other persons with voting rights or meeting rights) may attend a General Meeting, to address the General Meeting and, in so far as they have such right, to exercise voting rights pro rata to its shareholding, either in person or by proxy. Shareholders may exercise these rights, if they are the holders of shares on the registration date which is currently the 28th day before the day of a General Meeting, and they or their proxy have notified our Board of Directors of their intention to attend a General Meeting in writing at the address and by the date specified in the notice of said meeting.
Each shareholder may cast one vote for each ordinary share held.
Members of our Board of Directors may attend a General Meeting in which they have an advisory role. The voting rights attached to shares are suspended as long as such shares are held by us.
General Meetings resolutions are taken by an absolute majority, except where Dutch law or our Articles of Association provide for a qualified majority or unanimity.
Three General Meetings were held in 2022. The 2022 General Meeting was held on May 10, 2022. In this meeting our annual report and annual accounts for the fiscal year 2021 were approved, Mr. Van Hauwermeiren was reappointed as an executive director to the Board of Directors for a term of four years, each of Peter Verhaeghe and Werner Lanthaler were reappointed as non-executive directors to the Board of Directors for terms of two years, James Daly was reappointed as a non-executive director to the Board of Directors for a term of four years, and the Board of Directors was authorized to issue shares and grant rights to subscribe for shares in our share capital for up to 10% of the outstanding share capital at the date of the meeting and for a period of 18 months from the meeting, proposed amendments to our Articles of Association were approved and the appointment of Deloitte Accountants B.V. as the Company’s auditor for the 2022 fiscal year.
On September 8, 2022, an extraordinary General Meeting was held, to appoint Camilla Sylvest as a non-executive director to the Board of Directors for a term of four years.
On December 12, 2022, an extraordinary General Meeting was held, to appoint Ana Cespedes as non-executive director to the Board of Directors for a term of approximately four years ending on the day of the annual General Meeting to be held in 2026.