GeoJunxion convenes the 2021 Annual General Meeting of Shareholders on 16 November 2021
Capelle aan den IJssel, The Netherlands 4 October 2021: Today, GeoJunxion publishes the convocation and meeting agenda for its 2021 Annual General Meeting of shareholders to be held on 16 November 2021.
The meeting material and the convocation including the agenda are available on the GeoJunxion website.
INVITATION TO ATTEND THE 2021 GEOJUNXION N.V.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
GeoJunxion N.V. (GOJXN.AS) invites shareholders to attend its Annual General Meeting of Shareholders (GMS) on Tuesday 16 November 2021 at 10:00 a.m (CET). This meeting held as an online meeting and will be hosted from the offices of GeoJunxion located in Capelle a/d IJssel 2909 LC, Rivium Quadrant 75, 9th floor.
GeoJunxion requests its shareholders to attend the meeting online via the live webinar and to provide their voting instructions via internet or the voting instruction form no later than 9 November 2021, at 5 p.m. (CET) (in accordance with the usual procedures described in the convocation notice). Full Instructions on how to attend the webinar are outlined below in this convocation notice.
A limited number of seats at the offices of GeoJunxion in Capelle a/d IJssel will be allocated to shareholders on a first come first served basis for those who are unable to use the online webinar. We do request that they have registered in advance and submitted their voting instructions as detailed further below.
The following agenda items are scheduled for the Annual General Meeting of Shareholders in 2021:
| 1 | Opening and Announcements | |
| Review of the Financial Year 2020 – 2021 | ||
| 2 | Business update and clarification of the updated strategy | |
| 3 | Report of the Management Board for financial year 2020-21 | |
| 4 | Report of the Supervisory Board for financial year 2020-21 | |
| 5 | Remuneration policy in financial year 2020-21 | voting |
| 6 | Adoption of the minutes of the EGMS of 29 December 2020 | voting |
| Annual Accounts 2020 – 2021 | ||
| 7 | Proposal to adopt the financial statements | voting |
| 8 | Policy on result allocation (discussion item) | |
| 9 | Proposal to not to issue a dividend over 2019 | voting |
| 10 | Corporate Governance (discussion item) | |
| 11 | Proposal give discharge to the members of the Board of Management | voting |
| 12 | Proposal give discharge to the members of the Supervisory Board | voting |
| Supervisory Board | ||
| 13 | Proposal to re-appoint Mr. C.S.M Molenaar as Chairman | voting |
| 14 | Proposal to re-appoint Mr. S. Fernback as member | voting |
| 15 | Proposal to authorize the Supervisory Board to nominate an external auditor | voting |
| Management Board composition | ||
| 16 | Proposal to confirm the appointment of Mr. I. Vleeschouwers as CEO/CFO | voting |
| 17 | Proposal to appoint Mr. F. Altamura as CBO (Chief Business Officer) and Managing Director | voting |
| Shares related authorizations | ||
| 18 | Authorization of the Management Board to issue ordinary shares or to grant rights to subscribe for ordinary shares up to 5% to cover Share Options issued to Staff and for general purposes. | voting |
| 19 | Authorization of the Management Board to restrict or exclude pre-emptive rights in connection with agenda item 18 | voting |
| 20 | Any other business | |
| 21 | Closing of the Shareholders meeting |
Meeting documents
The meeting documents will be made available for review or download on the GeoJunxion website of (www.GeoJunxion.com /Investor Relations). Those will include the Convocation and Agenda, Agenda clarifications, the proxy voting document and the minutes of the Extraordinary Shareholder meeting of 29 December 2020.
The documents will also be available at the offices of the Company, Rivium Quadrant 75, 2909 LC, Capelle aan den IJssel, Tel. 010-8851200, Fax 010-8851240 and at ING BANK N.V., Issuer Services, Location code TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, Tel. 020-5636799, e-mail iss.pas@ing.nl. A copy of these documents will be provided upon request.
The Consolidated Annual Accounts of GeoJunxion for the accounting year ending per 30 June 2021 will be published on 21 October 2021.
Registration date
Persons entitled to vote and/or attend the Annual General Meeting of Shareholders 2021, are holders of common shares who on 19 October 2021, after processing of all settlements per this date (the Record Date) are registered as such in a (sub)register designated by the Board of Management. The (sub)registers for bearer shares are those kept on the Record Date by the banks and brokers, which are according to Dutch Securities Giro Transfer Act (Wet giraal effectenverkeer) intermediaries (intermediairs) of the Dutch Central Securities Depositary (Euroclear Nederland).
Registration
Holders of common shares who wish to attend the 2021 Annual General Meeting of Shareholders either in person, by proxy or online, have to register for the meeting by Tuesday 9 November 2021, at 17.30 (CET) at the latest at ING BANK N.V., Issuer Services, Location code TRC 02.039, Foppingadreef 7, 1102 BD, Amsterdam, Tel. 020-5636799, e-mail iss.pas@ing.nl.
Attending the meeting online.
We will use the GoToWebinar online tool to give you the opportunity to participate to the shareholder’s meeting and vote on the above items. You will be able to access the meeting via a simple web browser or the GoToWebinar app available for smartphones or tablets on the corresponding app stores. Once you have registered as a shareholder via ING, we will send you an email to register for the webinar. You will receive a link that is unique to you. Please make sure you have registered with ING with the correct email address. To test if your system is meeting the minimum requirement please click on this link:
https://support.goto.com/webinar/system-check-attendee
Proxy and voting instructions
Holders of bearer shares who wish to attend the meeting by proxy have to submit a power of attorney and provide instructions for the person voting on their behalf. In that case the shareholder needs to register his/her shareholding as described above and at the same time provide an electronic copy of the proxy. This proxy needs to be received no later than Tuesday 9 November 2021, at 17.30 CET at the service desk of ING Bank NV (email: iss.pas@ing.nl).
The shareholder can inform the Company of such proxy using the following email address: Info@GeoJunxion.com. Proxy documents be downloaded from its website www.GeoJunxion.com. When attending the meeting in person, the proxy holder needs to have the proof of the registration, a copy of the proxy document and a valid identification document.
Identification
Holders of registered shares or proxy holders who wish to attend the meeting in person will be requested to provide a valid identification document before being admitted to the meeting.
Share Capital and voting rights
At the time of issuing this convocation notice, the company has a share capital of €3.182.217.75 consisting of 4.242.957 ordinary shares with a nominal value of € 0,75. The number of voting right amounts to 4.242.957.
Capelle aan den IJssel, 4 October 2021
The Management and Supervisory Board
GeoJunxion N.V.
www.GeoJunxion.com