Capelle aan den IJssel, The Netherlands 3 October 2022 - Today, GeoJunxion publishes the convocation and meeting agenda for its 2022 Annual General Shareholders Meeting to be held on 15 November 2022.
The meeting materials and the convocation including the agenda are available on the GeoJunxion website at this LINK.
INVITATION TO ATTEND THE 2022 GEOJUNXION N.V.
ANNUAL GENERAL SHAREHOLDERS MEETING
GeoJunxion N.V. (GOJXN.AS) invites shareholders to attend its Annual General Shareholders Meeting (AGMS) on Tuesday 15 November 2022 at 10:00 a.m (CET). This meeting, held as a hybrid “online and in-person”, will be hosted from the GeoJunxion’s offices located in Capelle a/d IJssel 2909 LC, Rivium Quadrant 75, 9th floor.
This year, GeoJunxion provides its shareholders with two options to attend the meeting: online, via the live Microsoft Teams Webinar, or in-person. In any case, GeoJunxion recommends shareholders to provide their voting instructions using the proxy voting form no later than 8 November 2022, at 5:00 p.m. (CET) (in accordance with the usual procedures described in the convocation notice). Instructions on how to attend the webinar are outlined below in this convocation notice.
A limited number of seats at the office of GeoJunxion in Capelle a/d IJssel will be allocated to shareholders, on a first come first served basis. Seats are available for those who are unable to use the online webinar or that prefer to attend in-person. Shareholders have to complete the mandatory registration in advance and preferably submit their voting instructions as detailed further below. For those who are unable to vote in advance or prefer the "live-voting”, GeoJunxion will open an on-line voting session through Microsoft Teams Polls. Those attending in person and wish to vote during the meeting, are requested to bring a personal device (PC, mobile or tablet) to enable the on-line voting.
The following agenda items are scheduled for the Annual General Meeting of Shareholders in 2022:
| 1 | Opening and Announcements | |
| Review of the Financial Year 2021 - 22 | ||
| 2 | Business update and clarification on the Company’s strategy | |
| 3 | Report of the Management Board for financial year 2021-22 | |
| 4 | Report of the Supervisory Board for financial year 2021-22 | |
| 5 | Remuneration policy in financial year 2021-22 | voting |
| 6 | Adoption of the minutes of the AGSM of 16 November 2021 | voting |
| Annual Accounts 2021 - 2022 | ||
| 7 | Proposal to adopt the financial statements | voting |
| 8 | Policy on result allocation (discussion item) | voting |
| 9 | Proposal to not issue a dividend over 2021-22 | voting |
| 10 | Corporate Governance (discussion item) | |
| 11 | Proposal give discharge to the members of the Management Board | voting |
| 12 | Proposal give discharge to the members of the Supervisory Board | voting |
| Supervisory Board | ||
| 13 | Proposal to authorize the Supervisory Board to nominate an external auditor | voting |
| Shares related authorizations | ||
| 14 | 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 |
| 15 | Authorization of the Management Board to issue ordinary shares to enable the full or partial conversion of the Convertible loan into shares of the company. | voting |
| 16 | Authorization of the Management Board to restrict or exclude preemptive rights in connection with agenda item 14 and 15. | voting |
| 17 | Any other business | |
| 18 | Closing of the Shareholders meeting |
Meeting documents
The meeting documents will be made available for review or download on the on the GeoJunxion website at this LINK. Those will include the Convocation and Agenda, Agenda clarifications and the proxy voting document.
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.com. A copy of these documents will be provided upon request.
The Consolidated Annual Accounts of GeoJunxion for the accounting year ending per 30 June 2022 will be published on 27 October 2022. The Accounts will be published without an Auditor’s opinion as all PIE/OOB Licensed Auditors in The Netherlands have declined the request for auditing services.
Registration date
Persons entitled to vote and/or attend the Annual General Meeting of Shareholders 2022, are holders of common shares, who on 19 October 2022, after processing of all settlements per this date (the Record Date) are registered as such in a (sub)register designated by the Management Board. 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 2022 Annual General Meeting of Shareholders either in person, by proxy or online, have to register for the meeting by Tuesday 8 November 2022, at 5:00 p.m. (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.com
Attending the meeting online.
We will use the Microsoft Teams Webinar online tool to give Shareholders the opportunity to participate to the shareholder’s meeting and vote on the above items. Shareholders will be able to access the meeting via a simple web browser from PC, mobile or tablet. Once you have registered as a shareholder via ING, we will send you an e-mail to register for the webinar. You will receive a link to connect to the webinar. Please make sure you have registered with ING with the correct e-mail address. You can join a Teams Webinar anytime, from any device, whether or not you have a Microsoft Teams account. If you don’t have a Teams account please click on the following links to learn how to join as a guest:
Instructions for joining as a guest on Teams on PC (desktop/laptop)
Instructions for joining as a guest on Teams on Mobile (or tablet)
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 8 November 2022, at 5:00 p.m. (CET) at the service desk of ING Bank NV (e-mail: iss.pas@ing.com).
The shareholder can inform the Company of such proxy using the following e-mail address:
info@GeoJunxion.com. Proxy documents can be downloaded from this page on the GeoJunxion website. 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 €3.183.077 consisting of 4.244.102 ordinary shares with a nominal value of €0,75. The number of voting right amounts to 4.244.102.
Capelle aan den IJssel, 3 October 2022
The Management and Supervisory Board
GeoJunxion N.V.
www.GeoJunxion.com
Attachments
- Minutes of AGSM GeoJunxion 16 November 2021
- Additional clarifications to the agenda of the 2022 AGSM
- Proxy GeoJunxion N.V. AGSM 15 November 2022
GeoJunxion NV Head Office - Rivium Quadrant 75 - 2909 LC Capelle aan den IJssel - The Netherlands - Phone: 31 (0)10 885 1200 - Fax: 31 (0)10 885 1230 - www.geojunxion.com
