Agfa-Gevaert: Convening of Annual General Meeting
April 10, 2026
Regulated information
Agfa-Gevaert: Convening of Annual General Meeting
Mortsel, Belgium – April 10, 2026
Unofficial translation from the Dutch version
AGFA-GEVAERT
NAAMLOZE VENNOOTSCHAP [LIMITED LIABILITY COMPANY]
SEPTESTRAAT 27
B-2640 MORTSEL
ENTERPRISE NUMBER 0404 021 727
INVITATION TO THE ANNUAL GENERAL MEETING
The Board of Directors hereby cordially invites the shareholders to participate in the Annual General Meeting of the Company which will be held on Tuesday, May 12, 2026 at 11 a.m. at the registered office, B-2640 Mortsel, Septestraat 27.
The Annual General Meeting has the following agenda:
1. Acknowledgement of the Annual Report of the Board of Directors and report of the Statutory Auditor regarding the statutory accounts and the consolidated accounts as per December 31, 2025.
2. Acknowledgement of the assurance report of the Statutory Auditor regarding the stand-alone and consolidated sustainability information.
3. Acknowledgement of the consolidated accounts as per December 31, 2025.
4. Approval of the annual accounts as per December 31, 2025.
Proposal for resolution: the General Meeting resolves to approve the statutory accounts of the financial year concluded on December 31, 2025, including the following allocation of the result:
- imputation of the loss of 58,046,988.40 euro to the result carried forward.
5. Approval of the Remuneration Report.
Proposal for resolution: the General Meeting resolves to approve the Remuneration Report included in the Annual Report on the financial year concluded December 31, 2025.
6. Approval of the Remuneration Policy.
Proposal for resolution: the General Meeting resolves to approve the 2026 Remuneration Policy as published on the website www.agfa.com/investorrelations.
7. Discharge of the Directors.
Proposal for resolution: the General Meeting resolves to discharge the Directors with respect to the performance of their mandates during the past financial year.
8. Discharge of the Statutory Auditor.
Proposal for resolution: the General Meeting resolves to discharge the Statutory Auditor with respect to the performance of his mandate during the past financial year.
9. Appointment of inGENuity BV, Sint-Michielslaan 54, B-1040 Brussels, with permanent representative Mrs. Géraldine Nolens, as independent director of the Company.
The Board of Directors recommends this director for her professional skills as follow from the below resumé.
Géraldine Nolens (°1971 – Belgian) holds a Master of Law from the University of Leuven (Belgium); a postgraduate Master of Economic Law from the University of Würzburg (Germany) and a postgraduate Master of Law from the University of Chicago (USA). She started her career with the international law firm Cleary, Gottlieb, Steen & Hamilton in New York and subsequently Brussels, after which she joined energy provider Engie where she acted as Chief Legal Officer Southern Europe, France and Business Development. In 2009, Géraldine Nolens joined Umicore, a global advanced materials and recycling group, where she was Group General Counsel for seventeen years and a member of the Management Board for ten years. In that capacity she held several responsibilities including for Legal, Sustainability, Internal Audit, Environment, Health & Safety and Procurement.
Current Mandates:
Non-executive member of the Supervisory Board and Chair of the Audit Committee of the Vlaams Energiebedrijf.
Proposal for resolution: the General Meeting resolves to appoint inGENuity BV, Sint-Michielslaan 54, B-1040 Brussels, with Mrs. Géraldine Nolens as its permanent representative, as independent director of the Company for a four (4) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements for the year ending on December 31, 2029.
Mrs. Nolens has expressly confirmed and the Board of Directors is of the opinion that both inGENuity BV and Mrs. Géraldine Nolens herself meet the independence criteria provided for in article 7:87 of the Code of Companies and Associations and provision 3.5 of the 2020 Belgian Corporate Governance Code.
10. Re-appointment of Mr. Paul Owsianowski as non-executive director of the Company.
The Board of Directors recommends this director for his professional skills as follow from the below resumé.
Paul Owsianowski (°1987 – German) holds a Master in Finance degree from Durham University (2011). He began his professional career in 2011 in the M&A department of Evercore Partners in London, before joining a London based private equity firm in 2014 focusing on technology related investments. In 2017, he joined Active Ownership Group and has been a partner of the firm since 2020.
Mr. Owsianowski has held various supervisory and non-executive board positions, including Balabit S.à r.l., Omada A/S, GS Swiss PCB AG, and Francotyp Postalia AG (listed). Throughout his career, he focused on identifying investment opportunities, structuring of investments and process-driven value creation.
Current mandates:
• Member of the Supervisory Board and Audit Committee at FamiCord AG (listed)
• Member of the Supervisory Board and Audit Committee at LPKF Laser & Electronics SE (listed)
Proposal for resolution: the General Meeting resolves to re-appoint Mr. Paul Owsianowski, electing residence at the registered office of the Company, Septestraat 27, B-2640 Mortsel, as non-executive director of the Company for a four (4) year period to come into effect today and terminate immediately after the annual meeting that will consider the approval of the financial statements for the year ending on December 31, 2029.
11. Granting of rights in accordance with article 7:151 of the Code of Companies and Associations.
Proposal for resolution: the General Meeting resolves, in accordance with article 7:151 of the Code of Companies and Associations, to approve the change-of-control provisions, as stipulated in the “Facility Agreement” dated August 1, 2025 between Agfa-Gevaert NV on the one hand and BNP Paribas SA/NV, KBC Bank NV, Belfius Bank SA/NV and ING Belgium SA/NV on the other hand.
12. Miscellaneous.
The shareholders are admitted to the Annual General Meeting of May 12, 2026 and can exercise their voting rights subject to the registration of their shares on the fourteenth day prior to the meeting at midnight Belgian time (the “registration date”), being Tuesday, April 28, 2026 regardless of the number of shares that the shareholder will hold on the day of the Annual General Meeting.
A shareholder shall inform the Company by no later than the sixth day prior to this Annual Meeting, being by no later than Wednesday, May 6, 2026 at midnight Belgian time, about the number of shares he wishes to attend the Annual General Meeting with, taking into consideration the following formalities.
The holder of dematerialized shares does this by delivering a certificate issued by a registered accountholder or a clearing house indicating the number of shares the shareholder held on the registration date, at a branch of ING Bank, or by email to secretaris.generaal@agfa.com.
The holder of registered shares does this by a statement to the Company by email to secretaris.generaal@agfa.com.
Shareholders may also attend the meeting and vote by means of a proxy holder. For this purpose, the shareholder can make use of the proxy form drafted by the Board of Directors, a copy of which can be obtained at the registered office of the Company. Upon simple request a copy will be sent to the shareholder. The proxy form will also be available on the website www.agfa.com/investorrelations of the Company.
The signed proxies need to be sent by email to secretaris.generaal@agfa.com, no later than Wednesday, May 6, 2026.
One or more shareholders representing at least 3% of the Company’s share capital may, in accordance with the provisions of art. 7:130 of the Code of Companies and Associations, request to put items to be dealt with on the agenda of the Annual General Meeting, to the extent that they relate to subjects reserved by law or by the articles of association expressly to the meeting of shareholders, and make proposals for resolutions concerning items on or added to the agenda. The proposals are to arrive at the Company by no later than the twenty-second day prior to the meeting, being by no later than Monday, April 20, 2026 by email to secretaris.generaal@agfa.com. The Company will publish a supplemented agenda in the manner provided for by law by no later than fifteen days before the meeting, i.e. no later than Monday, April 27, 2026. At the same time an amended proxy form will be made available on the website www.agfa.com/investorrelations.
The topics to be discussed and proposed resolutions added to the agenda of the Annual General Meeting in compliance with the preceding section will only be discussed at the meeting if these shareholders have complied with all legal formalities to participate in this meeting as described in this invitation.
Only shareholders having complied with the legal formalities, as described in this invitation, to participate in this Annual General Meeting may, prior to the start of the meeting, once the invitation is published, address their questions either by registered mail to the registered office of the Company, Septestraat 27, B-2640 Mortsel, addressed to Wilfried Van Lishout, secretary-general or electronically to secretaris.generaal@agfa.com. These questions need to arrive at the Company by no later than the sixth day prior to the meeting, being by no later than Wednesday, May 6, 2026. There is also the possibility of asking oral questions during the meeting.
All documents in relation to the Annual General Meeting that, according to the law should be made available to the shareholders, are also available, as from publication of the invitation, on the website www.agfa.com/investorrelations. The shareholders can also consult these documents or obtain a copy free of charge at the Company’s registered office and this during office hours. The request for a copy free of charge can also be addressed in writing to the Company’s registered office Septestraat 27, B-2640 Mortsel, to the attention of Wilfried Van Lishout, secretary-general or electronically to secretaris.generaal@agfa.com.
The Board of Directors
Annual report 2025
The 2025 annual report can be downloaded from the website www.agfa.com.
About Agfa-Gevaert
The Agfa-Gevaert Group is a leading company in imaging technology, with nearly 160 years of experience. Agfa develops, manufactures and markets analog and digital systems for the healthcare sector, for the printing industry, for the green hydrogen industry and for specific industrial applications. In 2025, the Group realized a turnover of 1,086 million euro. www.agfa.com
Contact:
Viviane Dictus
Director Corporate Communications
tel. +32 0 3 444 7124
e-mail: viviane.dictus@agfa.com
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