AGENDA OF THE EXTRAORDINARY GENERAL MEETING
All items on the agenda of the Extraordinary General Meeting are to be adopted with the conditions of quorum and majority of an extraordinary general meeting
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Approval of the authorisation to be given to the Board of Directors to cancel shares and to consequently reduce the issued share capital following any such decision to cancel shares repurchased under any existing or future share repurchase program;
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Amendment of article 21 of the Articles in order to implement an automatic adjustment mechanism in relation to voting rights associated to beneficiary units (parts bénéficiaires); and
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Delegation of powers for the performance of the legal formalities.
If approved, the amendments to article 21 of the Articles proposed under agenda item 2. of the Extraordinary General Meeting shall be enacted by a Luxembourg notary in the course of the Extraordinary General Meeting.
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For more information:
The documents and information that must be communicated to the General Meetings are available on the Company’s website (https://www.eurofins.com/investors/agm-2025/) and at the registered office of the Company. Each shareholder, upon providing evidence of his/her/its status of shareholder, may obtain a free copy of the documents under the applicable legal conditions.
Addition of items to the agenda / right to propose draft resolutions:
One or more shareholders holding alone or together at least 5% of the shares of the Company's share capital have the right to place new items on the agenda of the General Meetings and / or to propose draft resolutions concerning items included or to be included in the agenda.
Such request must be received by the Company before midnight (Luxembourg time) on 2 April 2025. The request must be made in writing and sent to the Company by email (AG2025@sc.eurofinseu.com). It must include either (a) the text of the proposed new agenda item(s), the text of the corresponding resolution(s), as well as an explanation, or (b) an alternative draft of resolution(s) concerning one or more item(s) included or to be included in the agenda, with a clear indication of the item(s) of the agenda in question, and an explanation.
The request must contain the contact details (surname, first name, telephone, e-mail) of a contact person in order to allow the Company to acknowledge receipt of the request within 48 hours, as well as proof of its capacity of shareholder representing at least 5% of the shares issued by the Company in the form of a confirmation issued by a financial intermediary, knowing that the applicant must have this capacity on the Record Date (as this term is defined below).
Right to ask written questions:
Shareholders have the right to ask questions regarding items on the agenda of the General Meetings. The Company undertakes, to the extent possible, to answer these questions during the Q&A session of the General Meetings. Questions must reach the Company before midnight (Luxembourg time) on 9 April 2025. Questions must be sent by email (AG2025@sc.eurofinseu.com) and must contain the full identity of the shareholder as well as proof of its status of shareholder as resulting from a certificate issued by a financial intermediary, knowing that the applicant must have this capacity on the Record Date (as defined below).
General Meetings – Participate in person or vote by proxy or by mailing form:
Only shareholders whose status as a shareholder appears directly or indirectly in the register of shareholders of the Company on the Record Date will have the right to participate and to vote at the General Meetings.
THE RECORD DATE IS SET AT MIDNIGHT (24 HOURS) LUXEMBOURG TIME ON 10 APRIL 2025 (THE "RECORD DATE").
1. Conditions for attending in person
(i) Shareholders whose ownership is directly registered
Shareholders who own shares whose ownership is registered directly, in their name, in the Company's shareholders' register, are invited to announce their intention to attend the General Meetings by completing, signing and dating the participation form, then returning it to the Company (Eurofins Scientific SE, c/o Better Orange IR & HV AG, Landshuter Allee 10, 80637 Munich, Germany, eurofins@linkmarketservices.eu). The participation form must be received by the Company no later than midnight (Luxembourg time) on 17 April 2025.
(ii) Shareholders whose ownership is indirectly registered
Shareholders whose shares are held in a clearing system or through a financial intermediary and who choose to attend and vote in person at the General Meetings must obtain from their financial intermediary with whom their shares are deposited, a CERTIFICATE OF REGISTRATION indicating the number of shares registered on the Record Date which must be received by the Company (Eurofins Scientific SE, c/o Better Orange IR & HV AG, Landshuter Allee 10, 80637 Munich, Germany, eurofins@linkmarketservices.eu) no later than midnight (Luxembourg time) on 17 April 2025.
The CERTIFICATE OF REGISTRATION must mention the identity of the owner of the shares, the number of shares registered on the Record Date, and a confirmation that the shares held were registered with the intermediary in question on the Record Date.
Holders of shares who wish to participate in the General Meetings in person must bring proof of their identity (identity card or valid passport).
2. Conditions for voting by proxy or by mailing vote form
Holders of shares on the Record Date who cannot attend in person the General Meetings can either:
(i) give power to Mr. Gilles Martin, the Chief Executive Officer and Chairman of the Board of Directors of the Company, or Mr. Hugues Vaussy (each the "Designated Representative"), or to a third person designated by them, to vote on their behalf and as they deem fit at the General Meetings, or
(ii) give voting instructions to the Designated Representative. The Designated Representative shall vote according to the instructions given by the shareholder in the mailing vote form. If no voting instructions are given in the mailing vote form, the Designated Representative shall vote on behalf of the shareholder and as he deems fit.
Holders of shares who wish to vote by proxy or by mailing vote form must send to the Company the completed, dated and signed single participation/proxy/mailing vote form accompanied, for shareholders whose shares are indirectly registered, by the REGISTRATION CERTIFICATE (as described above in point 1. (ii)).
The single participation/proxy/mailing vote form, to be valid, must be received by the Company (EUROFINS SCIENTIFIC SE, c/o Better Orange IR & HV AG, Landshuter Allee 10, 80637 Munich, Germany, eurofins@linkmarketservices.eu) no later than midnight (Luxembourg time) on 17 April 2025.
Holders of shares who wish to revoke a proxy form already sent to the Company may do so at any time, by delivering to the Company another completed, dated and signed form bearing a later date, no later than midnight (Luxembourg time) on 17 April 2025, or by attending and voting in person at the General Meetings.
A shareholder who has voted by mailing vote form will not be able to participate directly in the General Meetings or be represented by virtue of a power of attorney.
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Holders of Deeply Subordinated Fixed to Floating Rate Bonds (ISIN: XS1716945586 and XS2579480307) and/or of Senior Unsecured Euro Bonds (ISIN: XS2167595672, XS2491664137, XS2676883114, and XS2343114687) have the right to take notice of the documents communicated and can attend the General Meetings, but with consultative vote only.
1. Conditions for attending in person
(i) Bondholders whose ownership is directly recorded
Bondholders who own bonds whose ownership is registered directly, in their name, in the registers of the Company, are invited to announce their intention to attend the General Meetings by completing, signing and dating the participation form and then by returning it to the Company (Eurofins Scientific SE, c/o Better Orange IR & HV AG, Landshuter Allee 10, 80637 Munich, Germany, eurofins@linkmarketservices.eu). The participation form must be received by the Company no later than midnight (Luxembourg time) on 17 April 2025.
(ii) Bondholders whose ownership is indirectly recorded
The bondholders whose bonds are held in a clearing system or through a financial intermediary and who choose to attend the General Meetings in person must obtain from their financial intermediary with whom their bonds are on deposit, a REGISTRATION CERTIFICATE indicating the number of bonds recorded on the Record Date which must be received by the Company (Eurofins Scientific SE, c/o Better Orange IR & HV AG, Landshuter Allee 10, 80637 Munich, Germany, eurofins@linkmarketservices.eu) no later than midnight (Luxembourg time) on 17 April 2025.
The REGISTRATION CERTIFICATE should state the identity of the owner of the bonds, the number of bonds registered on the Record Date, and a confirmation that the bonds held were registered in an account with the relevant intermediary on the Record Date.
Bondholders who wish to participate in the General Meetings in person must bring proof of their identity (identity card or valid passport).
2. Conditions for attending via a representative
Bondholders on the Record Date who cannot attend the General Meetings in person may be represented by the Designated Representative or by a third party designated by them by sending to the Company the completed proxy form, dated and signed accompanied, for bondholders whose ownership of the bonds is registered indirectly, by the CERTIFICATE OF REGISTRATION (as described above in point 1.(ii)) at the latest at midnight (Luxembourg time) on 17 April 2025.
The proxy form is available on the Company's website https://www.eurofins.com/investors/agm-2025/ or by email request (eurofins@linkmarketservices.eu).
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In order to hold the General Meetings in good time and in an orderly manner, the shareholders and bondholders referred to in this notice are requested to arrive on time. The doors will open at 4:15 p.m. and the Annual Ordinary General Meeting will begin without delay at 4:30 p.m. followed subsequently by the Extraordinary General Meeting.
Luxembourg, 24 March 2025.
For the Board of Directors
View source version on businesswire.com: https://www.businesswire.com/news/home/20250324825210/en/
Contacts
EUROFINS SCIENTIFIC SE
Att : Service AG
23, Val Fleuri
L-1526 Luxembourg, Grand Duchy of Luxembourg
Tel : +352 261 85 31
AG2025@sc.eurofinseu.com
