GeoJunxion convenes the 2022 Annual General Shareholders Meeting
(AGSM)
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 BoardGeoJunxion
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
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