Regulatory News:
AZELIS GROUP NV (Brussels:AZE):
The board of directors of the Company (the "Board of Directors") invites the shareholders of the Company to participate in the ordinary general shareholders' meeting of the Company which will take place on Thursday, 8 May 2025 at 11:00 CEST at the registered office of the Company, Posthofbrug 12, 2600 Berchem, Belgium, to deliberate and decide on the agenda set out below.
Applicable participation formalities are detailed at the end of this convening notice. The Company uses the Lumi Connect platform (www.lumiconnect.com) to facilitate participation and voting in the ordinary general shareholders' meeting. The Board of Directors strongly recommends shareholders to make maximum use of the Lumi Connect platform to complete all participation formalities and to vote digitally and remotely at the ordinary general meeting. The Lumi Connect platform is free of charge for shareholders.
There is no quorum requirement for the ordinary general shareholders' meeting. Without prejudice to applicable legislation, each share is entitled to one vote. Resolutions are validly adopted if at least the majority of the votes cast is in favour of a proposed resolution.
AGENDA
The agenda of the ordinary general shareholders' meeting and the proposed resolutions are as follows:
1. Report of the Board of Directors and report of the statutory auditor on the consolidated annual accounts for the financial year ending 31 December 2024
Discussion and acknowledgment of the annual report of the Board of Directors, including the sustainability information required by the European Directive (EU) 2022/2464 of the European Parliament and of the Council of 14 December 2022 on Corporate Sustainability Reporting ("CSRD") as implemented in Belgium by law of 2 December 2024, and of the report of the statutory auditor on the consolidated annual accounts for the financial year ending 31 December 2024.
2. Consolidated annual accounts for the financial year ending 31 December 2024
Discussion and acknowledgment of the consolidated annual accounts for the financial year ending 31 December 2024.
3. Report of the Board of Directors and report of the statutory auditor on the statutory annual accounts for the financial year ending 31 December 2024
Discussion and acknowledgment of the annual report of the Board of Directors and of the report of the statutory auditor on the statutory annual accounts for the financial year ending 31 December 2024.
4. Approval of the statutory annual accounts and allocation of the result
Discussion of (i) the statutory annual accounts for the financial year ending 31 December 2024 drawn up by the Board of Directors and (ii) the proposed allocation of the result, including the granting of a power of attorney to the Board of Directors.
Proposed resolution: Approval of the statutory annual accounts for the financial year ending 31 December 2024 and of the proposed allocation of the result, including the approval of the allocation of EUR 360,351.99 to the legal reserves and a dividend for an aggregate gross amount of EUR 54,906,255.76, payable on 1 July 2025. Such dividend currently represents a gross amount of (rounded) EUR 0.23 per share based on the number of shares outstanding at 31 December 2024. Granting of a power of attorney to the Board of Directors to determine the further terms of payment of the dividend.
5. Approval of remuneration report
The Belgian Code of Companies and Associations ("CCA") requires the general shareholders' meeting to approve the remuneration report each year by separate vote. This report includes a description of the application of the Remuneration Policy during the year 2024 and information on remuneration of the members of the Board of Directors and of the Executive Committee. In response to feedback from certain investors and proxy advisors regarding the 2023 remuneration report, the Company has strengthened its disclosures to ensure enhanced clarity and transparency in the remuneration report, including comprehensive details on both financial and non-financial targets, such as the individual performance criteria, under the Company's short-term incentive plan, the weighing and target-setting of performance conditions and the peer group benchmark used for determining total shareholder return under the Company's long-term incentive plan, as well as the termination provisions applicable to the contractual arrangements with each Executive Committee member.
Proposed resolution: Approval of the remuneration report included in the integrated annual report of the Board of Directors for the financial year ending 31 December 2024.
6. Discharge from liability to the directors
Proposed resolution: To grant discharge from liability to the directors who were in office during the financial year ending on 31 December 2024 for the exercise of their mandate during said financial year.
7. Discharge from liability to the statutory auditor
Proposed resolution: To grant discharge from liability to the statutory auditor for the exercise of its mandate during the financial year ending on 31 December 2024.
8. Appointment of directors
The mandates of the executive directors AU-R-ORA BV, with permanent representative Ms. Anna Bertona and Cloudworks BV, with permanent representative Mr. Thijs Bakker, will expire at the occasion of this annual general shareholders' meeting.
The mandates of Mr. Thomas (Tom) Hallam and Ms. Ipek Özsüer as independent directors, and Mr. Bert Janssens and Mr. Kristiaan Nieuwenburg as directors, will equally expire at this annual general shareholders' meeting.
Ms. Ipek Özsüer informed the Board of Directors that she is not a candidate for the renewal of her mandate, which will consequently expire at the end of its current term.
EQT, which currently owns more than twenty percent of the shares of the Company via Akita I S.à.r.l., is statutorily entitled to nominate up to two directors for election.
Considering the above and upon recommendation of the Remuneration and Nomination Committee, the Board of Directors is proposing the following:
- To renew the mandates of AU-R-ORA BV, with permanent representative Ms. Anna Bertona and Cloudworks BV, with permanent representative Mr. Thijs Bakker, as executive directors of the Company for a new term of 4 years until the shareholders' meeting to be held in 2029. In line with the Azelis remuneration policy as most recently approved by the general shareholders' meeting in 2023, AU-R-ORA BV and Cloudworks BV will not be remunerated for their mandate as (executive) director of the Company;
- To renew the mandate of Mr. Tom Hallam as independent and non-executive director for a new term of 4 years until the shareholders' meeting to be held in 2029. In accordance with the remuneration policy of the Company, Mr. Tom Hallam will receive a total annual remuneration of EUR 90,000 gross, taking into consideration his additional role as chair of the Audit and Risk Committee. Mr. Tom Hallam meets the independence criteria determined by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director.
- To appoint Ms. Lily Wang as new independent and non-executive director for a term of 4 years until the shareholders' meeting to be held in 2029. In accordance with the remuneration policy of the Company, Ms. Lily Wang will receive a total annual remuneration of EUR 70,000 gross. Ms. Lily Wang meets the independence criteria determined by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company. The Company confirms that it has no indication to question the independence of the proposed candidate director.
- To renew the mandates of Mr. Bert Janssens and Mr. Kristiaan Nieuwenburg as non-executive directors of the Company, nominated by EQT, for a new term of 4 years until the shareholder's meeting to be held in 2029. In line with the Azelis remuneration policy as most recently approved by the general shareholders' meeting in 2023, Mr. Bert Janssens and Mr. Kristiaan Nieuwenburg will not be remunerated for their mandate as director of the Company.
Subject to the abovementioned (re)appointments by the general shareholders' meeting, the Board of Directors will continue to be composed of eight members, of which four are independent directors. The special committees of the Board of Directors will continue to be composed of a majority of independent directors. The members of the Audit and Risk Committee will continue to be Mr. Tom Hallam (Chair), Mr. Kåre Schultz and Mr. Bert Janssens. The members of the Remuneration and Nomination Committee will continue to be Mr. Kåre Schultz (Chair), Ms. Melanie Maas-Brunner and Mr. Bert Janssens.
The curriculum vitae and information on other board mandates of all directors and the proposed candidate director are available on the internet site of Azelis (www.azelis.com/AGM2025).
Proposed resolutions
8.1 To reappoint AU-R-ORA BV, with permanent representative Ms. Anna Bertona, as (executive) director for a new term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028. This mandate will not be remunerated.
8.2 To reappoint Cloudworks BV, with permanent representative Mr. Thijs Bakker, as (executive) director for a new term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028. This mandate will not be remunerated.
8.3 a) To reappoint Mr. Thomas (Tom) Hallam as independent and non-executive director for a new term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028, remunerated in accordance with the remuneration policy of the Company as most recently approved by the general shareholders' meeting in 2023.
b) To acknowledge that (i) from the information made available to the Company, Mr. Thomas (Tom) Hallam qualifies as an independent director according to the independence criteria provided for by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint him as independent director.
8.4 a) To appoint Ms. Lily Wang as independent and non-executive director for a term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028, remunerated in accordance with the remuneration policy of the Company as most recently approved by the general shareholders' meeting in 2023.
b) To acknowledge that (i) from the information made available to the Company, Ms. Lily Wang qualifies as an independent director according to the independence criteria provided for by article 7:87 of the CCA, by provision 3.5 of the 2020 Belgian Code of Corporate Governance and by article 5.2.5 of the Corporate Governance Charter of the Company, (ii) the Company confirms that it has no indication to question the independence of the proposed candidate director, and consequently, to appoint her as independent director.
8.5 Upon nomination of EQT, to reappoint Mr. Bert Janssens as non-executive director for a new term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028. This mandate will not be remunerated.
8.6 Upon nomination of EQT, to reappoint Mr. Kristiaan Nieuwenburg as non-executive director for a new term of 4 years, expiring at the shareholders' meeting deciding on the approval of the Company's annual accounts for the financial year ending on 31 December 2028. This mandate will not be remunerated.
9. Statutory auditor
a. Approval of audit fees
At the request of the statutory auditor PricewaterhouseCoopers Bedrijfsrevisoren BV ("PwC") and following endorsement by the Audit and Risk Committee, the Board of Directors hereby requests approval from the general shareholders' meeting to raise the statutory auditor's fee from EUR 696,257 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) to EUR 1,155,982 (excluding VAT, out-of-pocket expenses and the IRE/IBR fee) for financial year 2024, mainly due to indexation and changes in audit scope as result of M&A transactions and following the introduction of the assurance opinion in respect of the corporate sustainability reporting as set forth in CSRD.
Proposed resolution: At the request of the statutory auditor and following endorsement by the Audit and Risk Committee, to raise the statutory auditor's fee for financial year 2024 to EUR 1,155,982.
b. Acknowledgement change permanent representative statutory auditor
The Company has been informed by the statutory auditor, PwC, that as a result of the internal reorganisation of certain responsibilities within PwC, the permanent representative of the statutory auditor, currently Mr. Peter Van den Eynde, registered auditor, acting as permanent representative of Peter Van den Eynde BV, will be replaced by Mr. Peter D'hondt, registered auditor (registered with the Belgian Institute of registered auditors under number IBR A01674), acting as permanent representative of Peter D'hondt BV (registered with the Belgian Institute of registered auditors under number IBR B00865) as from the financial year ending on 31 December 2025.
Proposed resolutionTo acknowledge that the permanent representative of the statutory auditor, PricewaterhouseCoopers Bedrijfsrevisoren BV (PwC), currently Mr. Peter Van den Eynde, registered auditor, acting as permanent representative of Peter Van den Eynde BV, will be replaced by Mr. Peter D'hondt, registered auditor (registered with the Belgian Institute of registered auditors under number IBR A01674), acting as permanent representative of Peter D'hondt BV (registered with the Belgian Institute of registered auditors under number IBR B00865) as from the financial year ending on 31 December 2025.
10. Change of control clauses
In accordance with article 7:151 of the CCA, only the general shareholders' meeting may grant rights that either could have a significant influence on the Company's assets or could give rise to significant liability or obligations for the Company dependent on the occurrence of a public takeover bid on the shares of the Company or a change of control over the Company.
10.1 Multicurrency Term and Revolving Facilities Agreement dated 23 September 2024
On 23 September 2024, the Company has entered into a Multicurrency Term and Revolving Facilities Agreement for an aggregate principal amount of EUR 1,100 million, with the Company's wholly-owned subsidiary Azelis Finance NV as Original Borrower, the Company and Azelis Finance NV as Original Guarantors and Wilmington Trust (London) Limited acting as Agent. The Agreement includes a section 11.3, according to which the Lenders are entitled, following a change of control over the Company and in certain circumstances, to cancel their commitments and require repayment of their participations in the loans, together with accrued interests and all other amounts accrued and outstanding under the Agreement.
Proposed resolution Ratification and approval, to the extent necessary, of the terms and conditions of the Multicurrency Term and Revolving Facilities Agreement dated 23 September 2024, with Azelis Finance NV as Original Borrower, the Company and Azelis Finance NV as Original Guarantors and Wilmington Trust (London) Limited acting as Agent, including section 11.3, according to which the Lenders are entitled, following a change of control over the Company and in certain circumstances, to cancel their commitments and require repayment of their participations in the loans, together with accrued interests and all other amounts accrued and outstanding thereunder, in accordance with article 7:151 of the CCA.
10.2 EUR 600 million Senior unsecured Notes due 2029 issued on 25 September 2024
On 25 September 2024, Azelis Finance NV has issued Senior unsecured Notes due 2029 for an aggregate principal amount of EUR 600 million, which are governed by an indenture entered into between Azelis Finance NV, the Company, Citibank N.A., London Branch and Citibank Europe plc on the same date. The Senior unsecured Notes are guaranteed by the Company. The indenture includes a section 4.14, according to which the holders of the Senior Notes are entitled, following a change of control over the Company and in certain circumstances, to request repurchase of their Senior unsecured Notes by Azelis Finance NV.
Proposed resolution Ratification and approval, to the extent necessary, of the terms and conditions of the indenture dated 25 September 2024, governing the Senior unsecured Notes for an aggregate amount of EUR 600 million issued on that date by Azelis Finance NV and guaranteed by the Company, including section 4.14, according to which the holders of the Senior Notes are entitled, following a change of control over the Company and in certain circumstances, to request repurchase of their Senior unsecured Notes by Azelis Finance NV, in accordance with article 7:151 of the CCA.
11. Power of attorney
Proposed resolution: Power of attorney to each director of the Company and Mr. Gerrit De Vos, Corporate Secretary, as well as each notary and each notarial assistant of the notary office Celis Liesse in Antwerp, each acting alone and with the power of substitution, to do everything that is needed to execute the decisions taken by the annual general shareholders' meeting and to carry out the formalities related to their publication.
PARTICIPATION FORMALITIES
Please note that all dates and times mentioned herein are final deadlines, and that these will not be extended due to a weekend, holiday or for any other reason.
Admission
To be admitted to the general shareholders' meeting, shareholders must comply with the following formalities:
1. Registration of shares
Only persons who are shareholders on 24 April 2025 at midnight (24:00 Central European Summer Time) (the "Record Date") will be entitled to participate in and vote at the general shareholders' meeting, regardless of the number of shares held by the shareholder on the day of the meeting. Shareholders must be registered as shareholders on the Record Date
- for registered shares, in the shareholders' register of the Company;
- for dematerialised shares, on a securities account with an authorised account holder or clearing institution (see section 2 below).
2. Notification of intention to participate
Shareholders must, by 2 May 2025, 16:00 CEST at the latest notify their intention to participate in the general shareholders' meeting and, to the extent they hold dematerialised shares, submit a certificate of registration:
- for shareholders who choose to use the Lumi Connect platform, via this platform, at www.lumiconnect.com. This platform will allow shareholders holding dematerialised shares to request the direct issuance of a certificate of registration. This will constitute notification of the intention to participate in the general shareholders' meeting. Therefore, shareholders will not have to take further steps with their bank or with the Company; or
- for shareholders who wish to attend the meeting physically or via a proxyholder and who do not choose to use the Lumi Connect platform, by sending a notification in the form available on the Company's website (www.azelis.com/AGM2025) or their proxy, as the case may be, accompanied by a certificate of registration to be requested from their authorised account holder or clearing institution, (i) by email to agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary.
The Company draws the shareholders' attention to the obligation for holders of dematerialised shares to attach a certificate of registration from their authorised account holder or clearing institution, evidencing the number of dematerialised shares registered in the name of the shareholder on the accounts of the authorised account holder or clearing institution on the Record Date, which such shareholder has indicated in the intention to participate to the general shareholders' meeting, if they do not use the Lumi Connect platform.
For holders of registered shares, the Company will verify if they are effectively registered in the share register of the Company for the number of shares indicated in the intention to participate to the general shareholders' meeting.
An issuer of certificates relating to registered shares must notify its capacity of issuer to the Company, which will record such capacity in the shareholders' register. An issuer who refrains from notifying this capacity can only vote at the general shareholders' meeting if the written notification indicating its intention to participate in that meeting specifies its capacity of issuer. An issuer of certificates linked to dematerialised shares must notify its capacity of issuer to the Company before exercising any vote, at the latest through the written notification indicating its intention to participate in the general shareholders' meeting, failing which such shares cannot participate in voting.
Participation and voting
Only shareholders who have complied with the admission requirements in due time will be allowed to participate and vote in the general shareholders' meeting, either: (i) physically, (ii) by proxy (written or electronic) or (iii) by remote voting form.
1. Physical attendance
Subject to the requirements and restrictions referred to below, each shareholder has the right to participate in the general shareholders' meeting physically.
To allow an efficient registration process, the shareholders or proxyholders who physically attend the general shareholders' meeting are requested to register at the meeting premises between 10:00 and 10:30 CEST.
Before being admitted to the general meeting, the shareholders or their proxyholders participating physically in the meeting are required to sign an attendance sheet, indicating their first name, last name and place of residence or corporate denomination, enterprise number and registered office, as well as the number of shares in respect of which they are participating in the meeting. Representatives of legal entities must provide the supporting documents that demonstrate their power of representation as members of a governing body or their assignment as special proxyholders. The natural persons, shareholders, members of governing bodies or proxyholders who take part in the general meeting must be able to prove their identity. Once the general meeting has started, shareholders are kindly requested to stay in the room until the end of the meeting.
2. Attendance through a proxyholder
A shareholder may be represented by a proxyholder at the general shareholders' meeting, using the proxy form drawn up by the Board of Directors. The shareholder who wishes to be represented by proxy must deliver a proxy in written or electronic form by 2 May 2025, 16:00 CEST at the latest, as set out below:
- by completing and submitting the proxy form via the Lumi Connect platform (www.lumiconnect.com); or
- by submitting a completed, signed and dated written or electronic copy of the proxy form made available by the Board of Directors on the Company's website (www.azelis.com/AGM2025), to the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary.
The appointment of a proxyholder must be made in accordance with applicable rules of Belgian law, including the rules on conflicts of interest and the keeping of a register. In addition, shareholders appointing a proxyholder must meet the admission requirements described above.
Shareholders who have voted by proxy may also attend the meeting physically. Please note that shareholders who have given a proxy can no longer vote during the physical meeting but may ask questions live.
3. Remote voting before the general meeting
Shareholders may vote remotely in electronic form before the general shareholders' meeting. Remote votes may be cast:
- via the Lumi Connect platform (www.lumiconnect.com), by 7 May 2025 at the latest; or
- by submitting a completed, signed and dated paper or electronic copy of the voting form made available by the Board of Directors on the website of the Company (www.azelis.com/AGM2025), which must reach the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, by 2 May 2025, 16:00 CEST at the latest
In addition, shareholders choosing to vote remotely must meet the admission requirements described above.
Shareholders who have voted remotely may also attend the meeting physically. Please note that shareholders who have voted remotely can no longer vote during the physical meeting but may ask questions live.
MISCELLANEOUS
1. Additional agenda items and proposed resolutions
In accordance with article 7:130 of the CCA, one or more shareholders owning (together) at least 3% of the share capital of the Company may request to add items to be included on the agenda of a shareholders' meeting and submit proposals for resolutions concerning existing or new agenda items.
Shareholders that wish to exercise this right must, in order for their request to be discussed at the shareholders' meeting:
- prove their ownership of at least 3% of the share capital of the Company on the date of their request by (i) a certificate of registration of the relevant shares in the shareholders' register of the Company, or (ii) a certificate of registration issued by the authorised account holder or the clearing institution certifying the book-entry of the relevant number of dematerialised shares in their name on their securities account;
- have satisfied the admission requirements described above for such percentage of the share capital;
- send a written request with, as the case may be, the text of the agenda items to be added and the corresponding resolutions proposals, or the text of the resolution proposals to be added to the agenda, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, which must have been received by the Company by 16 April 2025 at the latest
If one or more shareholders have duly exercised this right, the Company will publish an updated agenda on its website (www.azelis.com/AGM2025) and on the Lumi Connect platform (www.lumiconnect.com), before or at the latest on 23 April 2025. In such case, the Company will make available revised proxy forms and remote voting forms together with the revised agenda on its website and on the Lumi Connect platform. Powers of attorney and votes cast remotely that reach the Company prior to the publication of an updated agenda remain valid for the agenda items to which they apply, subject to the applicable legislation and the further clarifications set out in the proxy forms and the forms for remote voting.
2. Questions to the directors and/or the statutory auditor
In accordance with article 7:139 of the CCA, each shareholder has the right to ask questions to the directors or the statutory auditor of the Company, relating to their respective reports or items on the agenda of the shareholders' meeting.
Questions can be asked during the meeting or can be submitted in writing prior to the meeting. Written questions must reach the Company, either (i) by email at agm@azelis.com, or (ii) by post or delivery at Posthofbrug 12, box 6, 2600 Berchem, Belgium, to the attention of the Corporate Secretary, at the latest on 2 May 2025, 16:00 CEST
For shareholders who choose to use the Lumi Connect platform, this platform enables them to submit questions in writing in advance, subject to the above-mentioned deadline.
3. Documents
All documents relating to the general shareholders' meeting that are required by law to be made available to shareholders are available on the Company's website (www.azelis.com/AGM2025) and on the Lumi Connect platform (www.lumiconnect.com) as of the date of this convening notice. Shareholders can also obtain a free copy of this documentation at the registered office of the Company (Posthofbrug 12, box 6, 2600 Berchem, Belgium) or by email to agm@azelis.com.
4. Data protection
The Company is responsible for the processing of the personal data it receives from shareholders and proxyholders in the context of the general shareholders' meeting in accordance with the applicable data protection legislation. The processing of such personal data will in particular take place for the analysis and management of the attendance and voting procedure in relation to the ordinary general shareholders' meeting, this in accordance with the applicable legislation and the Company's privacy policy. This personal data may be transferred to affiliated entities and with third-party service providers for the purpose of providing assistance in the management of attendance and voting procedures, and for analysing the composition of the investor base. The personal data will not be stored any longer than necessary in light of the aforementioned objective and will therefore be erased or made anonymous in accordance with the Company's privacy policy.
Shareholders and proxyholders may consult the Company's privacy policy on its website (www.azelis.com/privacy-statement). Shareholders and proxyholders can exercise their rights with regard to their personal data provided to the Company by contacting the Company at privacy@azelis.com.
5. Communications to the Company
Shareholders may address questions concerning the organisation of the general shareholders' meeting or this convening notice to Mr. Gerrit De Vos, Corporate Secretary, by email to agm@azelis.com.
The Board of Directors
View source version on businesswire.com: https://www.businesswire.com/news/home/20250406907964/en/
Contacts:
AZELIS GROUP NV
investor-relations@azelis.com
https://www.azelis.com
(the "Company
