Annual General Meeting 2020

Resolutions and votes cast

Annual General Meeting of Shareholders 2020

The Annual General Meeting of Shareholders (AGM) took place on Friday 8 May 2020 and was held fully virtually in view of Covid-19 measures and in line with the emergency legislation in effect.

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The shareholders or shareholder representatives voted with 73.60% of the issued share capital entitled to vote. The number of votes per share is 1 and the number of outstanding shares on 10 April 2020, the record date, was 214,250,221.

Summary of the resolutions passed at the AGM and the outcome of the voting (percentages are rounded to two decimal places).

Agenda item 2

The Managing Board explained the Annual Report for 2019.

Agenda item 3

The general meeting has given positive advice on the Remuneration Report.

  For Against Abstain Total
Votes 145,610,467 8,993,446 3,092,429 157,696,342
% 94.18 5.82   100.00

Agenda item 4

The Financial Statements for 2019 were adopted.

  For Against Abstain Total
Votes 157,141,056 444,173 111,113 157,696,342
% 99.72 0.28   100.00

Agenda item 5a

The reserve policy and dividend policy were explained.

Agenda item 5b

The dividend per ordinary share to be paid for 2019 being €2.40 was adopted.

  For Against Abstain Total
Votes 154,377,525 3,315,151 3,666 157,696,342
% 97.90 2.10   100.00

Agenda item 6a

The members of the Managing Board were released from liability in respect of their managerial activities.

  For Against Abstain Total
Votes 155,358,592 1,965,702 372,048 157,696,342
% 98.75 1.25   100.00

Agenda item 6b

The members of the Supervisory Board were released from liability in respect of their supervisory role.

  For Against Abstain Total
Votes 155,358,592 1,965,702 372,048 157,696,342
% 98.75 1.25   100.00

Agenda item 7a

Rob Routs was reappointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 155,004,086 2,160,164 532,092 157,696,342
% 98.63 1.37   100.00

Agenda item 7b

Eileen Kennedy was reappointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 156,913,791 768,861 13,690 157,696,342
% 99.51 0.49   100.00

Agenda item 7c

Pradeep Pant was reappointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 156,714,975 831,813 149,554 157,696,342
% 99.47 0.53   100.00

Agenda item 7d

Thomas Leysen was appointed as member of the Supervisory Board.

  For Against Abstain Total
Votes 156,139,173 1,407,503 149,666 157,696,342
% 99.11 0.89   100.00

Agenda item 8

The external auditor was reappointed.

  For Against Abstain Total
Votes 156,348,739 807,053 540,550 157,696,342
% 99.49 0.51   100.00

Agenda item 9a

The Managing Board was authorized to issue up to 10% ordinary shares and to exclude pre-emptive rights.

  For Against Abstain Total
Votes 135,752,018 21,944,324 0 157,696,342
% 86.08 13.92   100.00

Agenda item 9b

Authorization was granted to the Managing Board to issue an additional 10% ordinary shares in connection with a rights issue.

  For Against Abstain Total
Votes 137,388,948 20,307,394 0 157,696,342
% 87.12 12.88   100.00

Agenda item 10

Authorization was granted to the Managing Board to have the company repurchase own shares.

  For Against Abstain Total
Votes 153,306,184 4,247,184 142,974 157,696,342
% 97.30 2.70   100.00

Agenda item 11

The meeting resolved to reduce the issued capital by cancellation of own shares up to a maximum of the number that is or will be bought by the company.

  For Against Abstain Total
Votes 155,931,787 1,764,555 0 157,696,342
% 98.88 1.12   100.00

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