B&S Group Société anonyme

Registered office: 14, rue Strachen, L-6933

Mensdorf, Luxembourg

R.C.S. Luxembourg: B135944

CONVENING NOTICE

Important information regarding the Extraordinary General Meeting of B&S Group S.A.

B&S Group S.A., a public limited liability company (société anonyme) having its registered office at 14, rue Strachen, L-6933 Mensdorf, Luxembourg, registered with R.C.S. Luxembourg under number B135944 (B&S or the Company) hereby gives notice that the Extraordinary General Meeting of shareholders initially convened for November 17, 2022 at 13:30 CET, which was adjourned by the Executive Board of the Company at the request of shareholders holding at least 10% of the issued share capital of the Company (the Adjourned EGM), will resume on December 15, 2022 at 13:30 CET (the Meeting) without the physical presence of its shareholders, as permitted by Luxembourg law1.

Arrangements are made for shareholders to cast votes by correspondence, vote electronically and by proxy (please refer to the procedures described at the end of this notice) in advance of the Meeting. Shareholders are required to exercise their voting rights exclusively in accordance with the procedures set out in this convening notice. Shareholders are kindly referred to http://www.abnamro.com/evoting for more details on how to exercise their voting right electronically.

Questions regarding the agenda items of the Meeting can be submitted only prior to the Meeting and in writing ultimately by 18:00 CET on December 1, 2022. The Company will provide responses to these questions on a best effort basis and make these available the latest on December 8, 2022 by 17:00 CET on its corporate website. More information on how to submit questions can be found under the section "General Information" of this convening notice.

B&S Group S.A.

The Executive Board

Luxembourg, November 22, 2022

1 Law 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended and extended.

Dear Shareholder,

Notice is hereby given that the Extraordinary General Meeting of shareholders of B&S Group S.A. initially convened for November 17, 2022 at 13:30 CET, which was adjourned by the Executive Board of the Company at the request of shareholders holding at least 10% of the issued share capital of the Company (the Adjourned EGM), will resume on December 15, 2022 at 13:30 CET (the Meeting) at the Company's registered office at 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg.

The Company intends to appoint Mr. Jan Arie van Barneveld, Supervisory Board Chairman as Chairman and Mr. Bas Schreuders as Scrutineer and Mr. Jos Rotteveel as Secretary for the purposes of constituting the bureau of the Meeting. If any of the persons mentioned above cannot, for any reason whatsoever, attend the Meeting any other persons may be appointed subject to the terms of the articles of association of the Company (the Articles).

This invitation to the Meeting has to be read in conjunction with the following documents all of which will be made available on the corporate website of the Company:

  • Explanatory notes
  • Proxy form
  • Correspondence Voting form

B&S Group S.A.

The Executive Board

Luxembourg, November 22, 2022

Agenda of the Meeting

  1. Opening
  2. Removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board with effect from the date of the relevant resolution (voting item)
  3. Closing of the Meeting

Explanatory notes to the agenda and proposed resolutions of the Extraordinary General Meeting

Agenda item 2 - Removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board with effect from the date of the relevant resolution (voting item)

The Executive Board refers to the press release dated October 3, 2022 (08:00 CET) regarding the request of its shareholder Sarabel Invest S.a r. l. dated October 2, 2022 to convene a General Meeting of Shareholders having as sole item on the agenda the removal of Mr. Jan Arie van Barneveld from his position as member of the Supervisory Board of B&S Group S.A. with effect from the date of the relevant resolution. Following this removal, Mr. Jan Arie van Barneveld will cease to be a member, and consequently the Chairman, of the Supervisory Board.

Draft Resolution I

The Meeting, after having reviewed the relevant materials published by the Executive Board, approves of the requested removal of Mr. Jan Arie van Barneveld as member of the Supervisory Board effective immediately upon the adoption of this resolution.

General information

Availability of documents

The agenda, explanatory notes thereto, the proxy form and the correspondence voting form with respect to the Meeting, are available on the corporate website: https://www.bs-group-sa.com/investors/corporate-governance/general-meetings

Hardcopies of these documents may be obtained free of charge by request sent by email to GM@bs-group-sa.com or at the registered office of B&S at 14, rue Strachen, L-6933 Mensdorf, Grand Duchy of Luxembourg.

Attending the Meeting

As permitted by Luxembourg law2, B&S will hold the Meeting on December 15, 2022 without the physical attendance of the shareholders.

Unless otherwise instructed, the proxies received by the Company for the original Adjourned EGM as was convened for November 17, 2022, will be used, and the votes cast electrically or by voting form in respect of the Adjourned EGM will be counted, as applicable, at the Meeting.

Shareholders that have submitted proxies and now wish to revoke such proxy need to comply with the procedures set out below.

2 Law 23 September 2020 on measures concerning the holding of meetings in companies and other legal entities, as amended and extended.

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B&S Group SA published this content on 21 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 November 2022 10:35:09 UTC.