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8. GENERAL MEETINGS
Each year, EVS holds its Ordinary General Meeting on the third Tuesday of May. In 2023, it was held on May 16th at EVS’
premises and through a video conference system. Overall, 110 shareholders were present or represented, representing
3,997,872 shares, or 27.9 % of the share capital of EVS. All resolutions were approved at an average rate of 88.6% votes
in favor.
For any proposal to amend the articles of associations, the company must invite its shareholders to attend an Extraordinary
General Meeting. This assembly can validly cast only if 50% of shares are present or represented. If this is not the case, a
second Extraordinary General Meeting shall be convened and will be able to vote, regardless of the percentage of shares
present or represented. Decisions will be made to the majorities prescribed by law.
An Extraordinary General Meeting was held on May 16
th
, 2023, but did not reach the required quorum. A second
Extraordinary General meeting has been convened on June 5
th
, 2023. Overall, 114 shareholders were present or
represented, representing 3,860,913 shares, or 26,9% of the share capital of EVS. The proposition to (i) renew the
authorization granted to the Board of Directors to increase the capital within the framework of article 7:198 et seq. of the
Belgian Companies and Associations Code as well as (ii) to issue warrants were adopted.
To encourage the interactions between the company and its final shareholders, but also to better know them (and serve
them), EVS requires, according to the article 24 of its articles of association, the proxies for a general meeting to be signed
by the final effective beneficial owner. Hence, proxies signed by a custodian or sub-custodian must be accompanied by
another proxy, duly signed by the final effective beneficial owner, allowing them to exercise their rights.
9. SHAREHOLDER ENGAGEMENT
EVS’ management regularly engages with shareholders to discuss the evolution of EVS’ business, performance, and
strategy, particularly after the release of our trading updates and (bi-)annual results. In this context, the CEO and CFO have
regular contacts with our largest shareholders and value their input. In addition, we continue to consider the feedback we
receive from shareholder advisory groups. Finally, we often respond to the written requests of shareholders irrespective of
their size.
EVS’ management has intensified the engagement with our shareholders since 2022 and has continued this basis
throughout 2023, as we consider shareholder dialogue as a top priority. In 2023 multiple international roadshows were
organized. We have also engaged our shareholders in the development and validation of our ESG strategy.
In 2023 EVS also started to organize investor days again, to ensure an optimal, open, and transparent communication with
the investors, and to allow the investors to grasp the specificities of our business through demo’s, live use cases, ...
10. DIVIDENDS AND PROFIT ALLOCATION POLICY
The Board of Directors examines the results of the previous financial year and proposes at its Ordinary General Meeting
that these profits be distributed in the best interest of the company and its shareholders. Bearing in mind the legal restrictions
on profit distribution, the Board of Directors can propose a dividend policy that takes into consideration the company’s
investment and acquisition requirements. Since its IPO in 1998, the company has paid dividends. The company initiated in
2006 the payment in November of an interim dividend.
For 2023, the Board of Directors will propose to the shareholders, at the Ordinary General Meeting of May 21
st
, 2024, the
approval of the distribution of a total gross dividend per share of EUR 1.10 for the fiscal year.
All the above is subject to market conditions and to the approval of the Ordinary General Meeting of Shareholders.
The Board of Directors also proposes to grant shares to the employees within the framework of the law relating to profit-
sharing schemes. These shares are based on a profit-sharing scheme of 2% of the annual EBIT. Based on an average
share price assumption of EUR 33.20, this would represent a total of 36 shares to be awarded per team member (only
Belgian team members are concerned). The exact number of shares is to be calculated at a later stage, based on the
average closing share price of the last 30 days prior to the publication of the invitation to the Ordinary General Meeting for
shareholders and awarded to the overall Belgian population.
Dividends are payable at the following financial institution:
ING BANK SA (“Single ESES Paying Agent Euroclear”)
Avenue Marnix 24, 1000 Brussels, Belgium
11. RELEVANT INFORMATION IN THE EVENT OF A TAKEOVER BID
Article 34 of the Royal Decree of November 14, 2007, on the obligations of issuers of securities which have been admitted
to trading on a regulated market, requires that listed companies disclose certain items that may have an impact in the event
of a takeover bid.