LUXEMPART S.A. LUXEMPART
société anonyme
12, rue Léon Laval, L-3372 Luxembourg
RCS B27846
("LUXEMPART" or the "Company")
Minutes of Annual General Meeting of the Company held on Monday 24 April 2023
The meeting was opened at 11.00 a.m. under the chairmanship of Mr François Tesch, Executive Chairman (the "Chairman") who appointed Mr. Lionel de Hemptinne to act as secretary of the General Meeting.
The General Meeting appointed Ms. Betty Kizimalé-Grant as scrutineer.
In order to declare the General Meeting duly and properly constituted, the Chairman explained and the General Meeting noted the following:
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The convening notice was sent to all registered shareholders of the Company and was published on the "Recueil électronique des Sociétés et Associations" and in the
Luxemburger Wort on 24 March 2023. On the same date, the documents to be presented at the meeting were also published on the Company's website: www.luxempart.lu.
- The share capital of the Company is represented by 20,700,000 shares and pursuant to the Company's articles of association, each share entitles to one vote. The total number of voting rights amounts to 20,700,000. The Chairman informed the Meeting that the Company holds 526,413 of its own shares on the date of the Meeting and the voting rights attached thereto are therefore suspended.
- The shareholders present or represented and the number of shares they hold are indicated on an attendance list which, after having been signed by the shareholders present in person, the representatives of the shareholders represented and the members of the bureau, will remain attached in copy to the original of these minutes. The proxies of the shareholders represented will also remain attached to the original hereof. It resulted from the attendance list that 13,457,608 shares are present or represented, corresponding to a quorum of 72.46% (after consideration of the shares in respect of which voting rights have been suspended or waived).
IV. | The agenda for this Meeting is as follows: |
LUXEMPART S.A. | Page 1 |
AGENDA
- Presentation of the main events during the financial year 2022 and of the outlook
- Presentation of the financial results for the year 2022
- Presentation of the management report, the statement of governance and the sustainability report for the financial year 2022
- Presentation of the audit reports
- Report on any conflict of interest of a financial nature
- Approval of the consolidated financial statements for the financial year 2022
- Approval of the statutory annual accounts for the financial year 2022
- Allocation of the result of the financial year 2022 including the declaration of a dividend
- Approval of the annual executive remuneration report for the financial year 2022
- Discharge of the directors for the performance of their duties during the financial year 2022
- Renewal of the mandate of Ms. Kay Ashton as a director for a 3-year period
- Renewal of the mandate of Mr. Frank Donck as a director for a 3-year period
- Renewal of the mandate of Mr. Jacques Elvinger as a director for a 3-year period
- Renewal of the mandate of Mr. Jürgen Vanselow as a director for a 3-year period
- Appointment of Mr. Owen Tesch as a director of the Company for a 3-year period
- Appointment of Mr. Xavier Coirbay as a director of the Company for a 3-year period
- Approval of the revised executive remuneration policy
- Approval of the remuneration of the directors
- Renewal of the mandate of the independent auditor for the year 2023
- Authorization of LUXEMPART to acquire its own shares
- Miscellaneous
- The General Meeting is therefore properly constituted to deliberate validly on the items on the agenda.
1. Presentation of the main events during the financial year 2022 and of the outlook
A presentation on the main events during the financial year 2022 and of the outlook for LUXEMPART and the group was given by the Managing Directors, Mr. John Penning and Mr. Olaf Kordes during the meeting. This item did not call for resolution.
2. Presentation of the financial results for the year 2022
A presentation on the financial results for financial year 2022 was given by the CFO Mr. Lionel de Hemptinne during the meeting. This item did call for resolution.
3. Presentation of the management report, the statement of governance and the sustainability report for the financial year 2022
A presentation of the management report of the Board of Directors on the annual and consolidated financial statements of LUXEMPART, the statement of corporate governance for the financial year 2022 and the sustainability report was given during the meeting. This item did not call for resolution.
LUXEMPART S.A. | Page 2 |
4. Presentation of the audit reports
A presentation of the auditor's reports on the annual accounts and the consolidated accounts of LUXEMPART was given during the meeting by Mr. Tabbart of KPMG Luxembourg. This item did not call for resolution.
5. Report on any conflict of interest of a financial nature
The Chairman reported one situation of conflict of interest to mention in 2022, as mentioned in the annual financial report 2022 of LUXEMPART. On the meeting of the Board of Directors of July 5, 2023, Mr. Olaf Kordes abstained from voting on a potential acquisition, having a conflicting interest. The deal eventually didn't materialize for Luxempart. This item did not call for resolution.
6. Approval of the consolidated financial statements for the financial year 2022
Resolution:
The General Meeting approved the consolidated financial statements of LUXEMPART for the financial year 2022 as set out in the annual financial report 2022 of LUXEMPART.
Voted in favour: | 13,457,608 shares |
Voted against | 0 share |
Abstained: | 0 share |
7. Approval of the statutory annual accounts for the financial year 2022
The Chairman mentioned that the Company achieved a result of 11.8 million euros for the 2022 financial year, a satisfactory performance in view of the overall economic context, although lower than the result for 2021, which amounted to 159.8 million euros.
Resolution:
The General Meeting approved the statutory annual accounts of LUXEMPART for the financial year 2022 as set out in the annual financial report 2022 of LUXEMPART.
Voted in favour: | 13,457,608 shares |
Voted against | 0 share |
Abstained: | 0 share |
8. Allocation of the result of the financial year 2022 including the declaration of a dividend
Resolution:
The General Meeting approved the allocation of result of LUXEMPART for the financial year 2022 and to declare a dividend as indicated in the table below.
Allocation of the result | EUR |
LUXEMPART S.A. | Page 3 |
Net income 2022 | 11,813,410.02 | |||
Profit brought forward | 40,000,000.00 | |||
Other available reserves | 1,026,338,670.71 | |||
Distributable amount 2022 | 1,078,152,080.73 | |||
Payment of a dividend of € 1.98 /share to 20,159,587 | ||||
shares (20,700,000 shares less 526,413 treasury shares as of 24 | -39,943,702.26 | |||
April 2023) | ||||
Profit brought forward | 40,000,000.00 | |||
Other available reserves | 998,208,378.47 | |||
Voted in favour: | 13,457,608 shares | |||
Voted against: | 0 share | |||
Abstained: | 0 share |
9. Approval of the annual executive remuneration report for the financial year 2022
Resolution:
The General Meeting approved by way of consultative vote the annual report on the remuneration of the directors (including the managing directors) and the members of the executive committee of LUXEMPART for the financial year 2022, as set out in the statement of governance contained in the annual financial report 2022 of LUXEMPART.
Voted in favour: | 13,052,608 shares |
Voted against: | 0 share |
Abstained: | 405,000 shares |
10. Discharge of the directors for the performance of their duties during the financial year 2022
Resolution:
The General Meeting granted discharge to the 13 directors of LUXEMPART for the performance of their duties during the financial year 2022.
Voted in favour: | 13,457,608 shares |
Voted against: | 0 share |
Abstained: | 0 share |
LUXEMPART S.A. | Page 4 |
11. Renewal of the mandate of Ms. Kay Ashton as a director for a 3-year period
Resolution:
The General Meeting renewed the mandate of Ms. Kay Ashton as director of LUXEMPART for a term of 3 years ending on the date of the annual general meeting to be held in 2026.
Voted in favour: | 13,457,608 shares |
Voted against: | 0 share |
Abstained: | 0 share |
12. Renewal of the mandate of Mr. Frank Donck as a director for a 3-year period
Resolution:
The General Meeting renewed the mandate of Mr. Frank Donck as director of LUXEMPART for a term of 3 years ending on the date of the annual general meeting to be held in 2026.
Voted in favour: | 13,457,608 shares |
Voted against: | 0 share |
Abstained: | 0 share |
13. Renewal of the mandate of Mr. Jacques Elvinger as a director for a 3-year period
Resolution:
The General Meeting renewed the mandate of Mr. Jacques Elvinger as director of LUXEMPART for a term of 3 years ending on the date of the annual general meeting to be held in 2026.
Voted in favour: | 13,457,608 shares |
Voted against: | 0 share |
Abstained: | 0 share |
14. Renewal of the mandate of Mr. Jürgen Vanselow as a director for a 3-year period
Resolution:
The General Meeting renewed the mandate of Mr. Jürgen Vanselow as director of LUXEMPART for a term of 3 years ending on the date of the annual general meeting to be held in 2026.
Voted in favour: | 13,457,608 shares |
Voted against: | 0 share |
Abstained: | 0 share |
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Disclaimer
Luxempart SA published this content on 11 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 May 2023 14:33:01 UTC.
