Regulatory News:
Eurofins (Paris:ERF):
Disclaimer: this document is a
non-binding English translation of the convening notice of the
shareholders to the Annual Ordinary General Meeting and an
Extraordinary General Meeting to be held on Thursday 25 April 2024
– the French version of the convening notice (“avis de
convocation des actionnaires à l’assemblée générale ordinaire
annuelle et une assemblée générale extraordinaire de la Société
valant avis d’information des obligataires”) is the only
official version. For the avoidance of doubt, in case of
discrepancies between the French and the English version, the
French version shall always prevail.
EUROFINS SCIENTIFIC SE Société
Européenne Registered office: 23, Val Fleuri, L-1526 Luxembourg
Registre de Commerce et des Sociétés Luxembourg: B167775 (the
“Company”)
The shareholders of the Company, and only with a consultative
vote the holders of Deeply Subordinated Fixed to Floating Rate
Bonds (ISIN: XS1716945586 and XS2579480307) and/or of Senior
Unsecured Euro Bonds (ISIN: XS1651444140, XS2167595672,
XS2491664137, XS2676883114, and XS2343114687) issued by the
Company, are invited to participate to the annual ordinary general
meeting and a subsequent extraordinary general meeting of the
shareholders of the Company (respectively, the “Annual
Ordinary General Meeting” and the “Extraordinary
General Meeting” and, together, the “General Meetings”)
to be held on:
Thursday 25 April 2024
at 4.30 pm (Luxembourg time)
at 2-4 Rue d’Arlon, L-8399 Windhof Grand Duchy
of Luxembourg
in order to deliberate on the following
agendas:
AGENDA OF THE ANNUAL ORDINARY GENERAL
MEETING
All items on the agenda of the Annual Ordinary General Meeting
are to be adopted with the conditions of quorum and majority of an
ordinary general meeting
- Review of the management report prepared by the board of
directors of the Company (the “Board of Directors”),
including the group management report, the special report on the
conflicts of interest and the special report on the buy-back of its
own shares by the Company for the financial year ended 31 December
2023, as foreseen by article 430-18 of the law of 10 August 1915 on
commercial companies, as amended (the “Company Law”);
- Review of the special report on the transactions carried-out in
the context of the authorized share capital established pursuant to
the provisions of the article 8 Bis of the Company’s articles of
association (the “Articles”) called “Capital Autorisé”;
- Review of the report of the approved statutory auditor
(réviseur d’entreprises agréé) of the Company (the “Approved
Statutory Auditor”) on the annual statutory accounts prepared
in accordance with the laws and regulations of the Grand Duchy of
Luxembourg, the consolidated financial statements prepared in
accordance with the international financial reporting standards
(IFRS) for the financial year ended 31 December 2023, and on the
performance of its mission;
- Approval of the consolidated financial statements for the
financial year ended 31 December 2023;
- Approval of the annual statutory accounts for the financial
year ended 31 December 2023;
- Allocation of the Company’s net profit for the financial year
ended 31 December 2023;
- Discharge to be granted to the members of the Board of
Directors for the execution of their mandate during the financial
year ended 31 December 2023;
- Discharge to be granted to Deloitte Audit, the Approved
Statutory Auditor, for the execution of its mandate during the
financial year ended 31 December 2023;
- Review and consultative vote on the remuneration policy of the
Company included in the remuneration report of the Company called
“Eurofins Group Remuneration Report 2023” (the
“Remuneration Report”);
- Review and consultative vote on the other sections of the
Remuneration Report, including the annual disclosures;
- Renewal of the mandate of Mr. Gilles MARTIN as executive
director for a period of four (4) years;
- Renewal of the mandate of Mr. Yves-Loïc MARTIN as
non-independent non-executive director for a period of three (3)
years;
- Renewal of the mandate of Ms. Valérie HANOTE as executive
director for a period of four (4) years;
- Renewal of the mandate of Mr. Pascal RAKOVSKY as independent
non-executive director for a period of three (3) years;
- Renewal of the mandate of Ms. Patrizia LUCHETTA as independent
non-executive director for a period of two (2) years;
- Renewal of the mandate of Ms. Evie ROOS as independent
non-executive director for a period of two (2) years;
- Appointment of Ms. Erica MONFARDINI as new independent
non-executive director for an initial period of one (1) year;
- Renewal of the mandate of Deloitte Audit or appointment of a
new approved statutory auditor (réviseur d’entreprises agréé) of
the Company;
- Determination of the attendance fees to be allocated to the
directors of the Company for the financial year 2024;
- Reporting of the transactions of the share capital carried-out
by the Board of Directors in accordance with the buy-back program
adopted by the extraordinary general meeting held on 25 April
2019;
- Approval of the authorisation to be given to the Board of
Directors for the Company to buy-back its own shares under a new
share buy-back program; and
- Delegation of powers for the performance of the legal
formalities.
AGENDA OF THE EXTRAORDINARY GENERAL
MEETING
All items on the agenda of the Extraordinary General Meeting are
to be adopted with the conditions of quorum and majority of an
extraordinary general meeting
- Approval of the authorisation to be given to the Board of
Directors to cancel shares and to consequently reduce the issued
share capital following any such decision to cancel shares
repurchased under its share buy-back program;
- Renewal for a period of five (5) years, from the publication of
the resolutions of the Extraordinary General Meeting in the Recueil
Electronique des Sociétés et Associations, of the amount of
authorised capital as provided for in article 8 Bis of the
Articles, with a maximum overall amount of authorised capital of
three million five hundred thousand Euro (EUR 3,500,000) consisting
of up to three hundred and fifty million (350,000,000) shares, with
a nominal value of one Eurocent (EUR 0.01) each, in accordance with
the terms and conditions set out in article 8 Bis of the Articles,
authorising the Board of Directors to issue shares, including free
shares, or any instrument, security, option or warrant, whether
convertible or exchangeable and/or giving immediate or future
entitlement to ordinary shares in the Company, on such terms and
conditions as it may see fit and, in particular, without reserving
any preferential subscription rights for existing shareholders in
respect of the new shares to be issued, subject to the maximum
amount of authorised capital, and amending article 8 Bis of the
Articles accordingly; and
- Delegation of powers for the performance of the legal
formalities.
The Board of Directors shall present to the Extraordinary
General Meeting in accordance with the provisions of article 420-26
(5) of the Company Law its report (the “Board Report”) on
the proposal to authorise the Board of Directors to increase the
Company’s share capital in accordance with article 8 Bis of the
Articles and to, among others, freely allocate existing shares and
issue free shares and the necessity to withdraw preferential
subscription rights of the existing shareholders of the
Company.
If approved, the amendments to article 8 Bis of the Articles
proposed under agenda item 2. of the Extraordinary General Meeting
shall be enacted by a Luxembourg notary in the course of the
Extraordinary General Meeting.
* * * * *
For more information:
The documents (including, without limitation, the Board Report)
and information that must be communicated to the General Meetings
are available on the Company’s website
(https://www.eurofins.com/investors/agm-2024/) and at the
registered office of the Company. Each shareholder, upon providing
evidence of his/her/its status of shareholder, may obtain a free
copy of the documents under the applicable legal conditions.
Addition of items to the agenda / right to propose draft
resolutions:
One or more shareholders holding alone or together at least 5%
of the shares of the Company's share capital have the right to
place new items on the agenda of the General Meetings and / or to
propose draft resolutions concerning items included or to be
included in the agenda.
Such request must be received by the Company before
midnight (Luxembourg time) on 3 April 2024. The request
must be made in writing and sent to the Company by email
(AG2024@sc.eurofinseu.com). It must include either (a) the
text of the proposed new agenda item(s), the text of the
corresponding resolution(s), as well as an explanation, or (b) an
alternative draft of resolution(s) concerning one or more item(s)
included or to be included in the agenda, with a clear indication
of the item(s) of the agenda in question, and an explanation.
The request must contain the contact details (surname, first
name, telephone, e-mail) of a contact person in order to allow the
Company to acknowledge receipt of the request within 48 hours, as
well as proof of its capacity of shareholder representing at least
5% of the shares issued by the Company in the form of a
confirmation issued by a financial intermediary, knowing that the
applicant must have this capacity on the Record Date (as this term
is defined below).
Right to ask written
questions:
Shareholders have the right to ask questions regarding items on
the agenda of the General Meetings. The Company undertakes, to the
extent possible, to answer these questions during the Q&A
session of the General Meetings. Questions must reach the Company
before midnight (Luxembourg time) on 10 April 2024.
Questions must be sent by email (AG2024@sc.eurofinseu.com)
and must contain the full identity of the shareholder as well as
proof of its status of shareholder as resulting from a certificate
issued by a financial intermediary, knowing that the applicant must
have this capacity on the Record Date (as defined below).
General Meetings – Participate in person or vote by proxy or
by mailing form:
Only shareholders whose status as a shareholder appears directly
or indirectly in the register of shareholders of the Company on the
Record Date will have the right to participate and to vote at the
General Meetings.
THE RECORD DATE IS SET AT MIDNIGHT (24
HOURS) LUXEMBOURG TIME ON 11 APRIL 2024 (THE "RECORD
DATE").
1. Conditions for
attending in person
(i) Shareholders
whose ownership is directly registered
Shareholders who own shares whose ownership is registered
directly, in their name, in the Company's shareholders' register,
are invited to announce their intention to attend the General
Meetings by completing, signing and dating the participation form,
then returning it to the Company (Eurofins Scientific SE, c/o
Better Orange IR & HV AG, Haidelweg 48, 81241 Munich, Germany,
eurofins@linkmarketservices.eu). The participation form must be
received by the Company no later than midnight
(Luxembourg time) on 18 April 2024.
(ii) Shareholders
whose ownership is indirectly registered
Shareholders whose shares are held in a clearing system or
through a financial intermediary and who choose to attend and vote
in person at the General Meetings must obtain from their financial
intermediary with whom their shares are deposited, a CERTIFICATE OF
REGISTRATION indicating the number of shares registered on the
Record Date which must be received by the Company (Eurofins
Scientific SE, c/o Better Orange IR & HV AG, Haidelweg 48,
81241 Munich, Germany, eurofins@linkmarketservices.eu) no later
than midnight (Luxembourg time) on 18 April 2024.
The CERTIFICATE OF REGISTRATION must mention the identity of the
owner of the shares, the number of shares registered on the Record
Date, and a confirmation that the shares held were registered with
the intermediary in question on the Record Date.
Holders of shares who wish to participate in the General
Meetings in person must bring proof of their identity (identity
card or valid passport).
2. Conditions for
voting by proxy or by mailing vote form
Holders of shares on the Record Date who cannot attend in person
the General Meetings can either:
(i) give power to Mr. Gilles Martin,
the Chief Executive Officer and Chairman of the Board of Directors
of the Company, or Mr. Hugues Vaussy (each the
“Designated Representative”), or to a third person
designated by them, to vote on their behalf and as they deem fit at
the General Meetings, or
(ii) give voting instructions to the
Designated Representative. The Designated Representative shall vote
according to the instructions given by the shareholder in the
mailing vote form. If no voting instructions are given in the
mailing vote form, the Designated Representative shall vote on
behalf of the shareholder and as he deems fit.
Holders of shares who wish to vote by proxy or by mailing vote
form must send to the Company the completed, dated and signed
single participation/proxy/mailing vote form accompanied, for
shareholders whose shares are indirectly registered, by the
REGISTRATION CERTIFICATE (as described
above in point 1. (ii)).
The single participation/proxy/mailing vote form, to be valid,
must be received by the Company (EUROFINS SCIENTIFIC SE, c/o Better
Orange IR & HV AG, Haidelweg 48, 81241 Munich, Germany,
eurofins@linkmarketservices.eu) no later than midnight
(Luxembourg time) on 18 April 2024.
Holders of shares who wish to revoke a proxy form already sent
to the Company may do so at any time, by delivering to the Company
another completed, dated and signed form bearing a later date, no
later than midnight (Luxembourg time) on 18 April 2024, or by
attending and voting in person at the General Meetings.
A shareholder who has voted by mailing vote form will not be
able to participate directly in the General Meetings or be
represented by virtue of a power of attorney.
* * * * *
Holders of Deeply Subordinated Fixed to Floating Rate Bonds
(ISIN: XS1716945586 and XS2579480307) and/or of Senior Unsecured
Euro Bonds (ISIN: XS1651444140, XS2167595672, XS2491664137,
XS2676883114, and XS2343114687) have the right to take notice of
the documents communicated and can attend the General Meetings, but
with consultative vote only.
1. Conditions for
attending in person
(i) Bondholders whose ownership is
directly recorded
Bondholders who own bonds whose ownership is registered
directly, in their name, in the registers of the Company, are
invited to announce their intention to attend the General Meetings
by completing, signing and dating the participation form and then
by returning it to the Company (Eurofins Scientific SE, c/o Better
Orange IR & HV AG, Haidelweg 48, 81241 Munich, Germany,
eurofins@linkmarketservices.eu). The participation form must be
received by the Company no later than midnight (Luxembourg time)
on 18 April 2024.
(ii) Bondholders whose ownership is
indirectly recorded
The bondholders whose bonds are held in a clearing system or
through a financial intermediary and who choose to attend the
General Meetings in person must obtain from their financial
intermediary with whom their bonds are on deposit, a REGISTRATION CERTIFICATE indicating the number of
bonds recorded on the Record Date which must be received by the
Company (Eurofins Scientific SE, c/o Better Orange IR & HV AG,
Haidelweg 48, 81241 Munich, Germany,
eurofins@linkmarketservices.eu) no later than midnight
(Luxembourg time) on 18 April 2024.
The REGISTRATION CERTIFICATE should
state the identity of the owner of the bonds, the number of bonds
registered on the Record Date, and a confirmation that the bonds
held were registered in an account with the relevant intermediary
on the Record Date.
Bondholders who wish to participate in the General Meetings in
person must bring proof of their identity (identity card or valid
passport).
2. Conditions for
attending via a representative
Bondholders on the Record Date who cannot attend the General
Meetings in person may be represented by the Designated
Representative or by a third party designated by them by sending to
the Company the completed proxy form, dated and signed accompanied,
for bondholders whose ownership of the bonds is registered
indirectly, by the CERTIFICATE OF
REGISTRATION (as described above in point 1.(ii)) at the
latest at midnight (Luxembourg time) on 18 April 2024.
The proxy form is available on the Company's website
https://www.eurofins.com/investors/agm-2024/ or by email
request (eurofins@linkmarketservices.eu).
* * * * *
In order to hold the General Meetings in good time and in an
orderly manner, the shareholders and bondholders referred to in
this notice are requested to arrive on time. The doors will open at
4:15 p.m. and the Annual Ordinary General Meeting will begin
without delay at 4:30 p.m. followed subsequently by the
Extraordinary General Meeting.
Luxembourg, 25 March 2024.
For the Board of Directors
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240324824202/en/
EUROFINS SCIENTIFIC SE Att : Service AG 23, Val Fleuri
L-1526 Luxembourg, Grand Duchy of Luxembourg Tel : +352 261 85 31
AG2024@sc.eurofinseu.com
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