Eurofins

Convening Notice of the Shareholders to the Annual Ordinary General Meeting and an Extraordinary General Meeting of the Company Valid as an Information Notice for the Bondholders

Regulatory News:

Eurofins (Paris:ERF):

Disclaimer: this document is a non-binding English translation of the convening notice of the shareholders to the Annual Ordinary General Meeting and an Extraordinary General Meeting to be held on Thursday 25 April 2024 – the French version of the convening notice (“avis de convocation des actionnaires à l’assemblée générale ordinaire annuelle et une assemblée générale extraordinaire de la Société valant avis d’information des obligataires”) is the only official version. For the avoidance of doubt, in case of discrepancies between the French and the English version, the French version shall always prevail.

EUROFINS SCIENTIFIC SE
Société Européenne
Registered office: 23, Val Fleuri, L-1526 Luxembourg
Registre de Commerce et des Sociétés Luxembourg: B167775
(the “Company”)

The shareholders of the Company, and only with a consultative vote the holders of Deeply Subordinated Fixed to Floating Rate Bonds (ISIN: XS1716945586 and XS2579480307) and/or of Senior Unsecured Euro Bonds (ISIN: XS1651444140, XS2167595672, XS2491664137, XS2676883114, and XS2343114687) issued by the Company, are invited to participate to the annual ordinary general meeting and a subsequent extraordinary general meeting of the shareholders of the Company (respectively, the “Annual Ordinary General Meeting” and the “Extraordinary General Meeting” and, together, the “General Meetings”) to be held on:

Thursday 25 April 2024 at 4.30 pm (Luxembourg time)

at 2-4 Rue d’Arlon,
L-8399 Windhof
Grand Duchy of Luxembourg

in order to deliberate on the following agendas:

AGENDA OF THE ANNUAL ORDINARY GENERAL MEETING

All items on the agenda of the Annual Ordinary General Meeting are to be adopted with the conditions of quorum and majority of an ordinary general meeting

1. Review of the management report prepared by the board of directors of the Company (the “Board of Directors”), including the group management report, the special report on the conflicts of interest and the special report on the buy-back of its own shares by the Company for the financial year ended 31 December 2023, as foreseen by article 430-18 of the law of 10 August 1915 on commercial companies, as amended (the “Company Law”);
2. Review of the special report on the transactions carried-out in the context of the authorized share capital established pursuant to the provisions of the article 8 Bis of the Company’s articles of association (the “Articles”) called “Capital Autorisé”;
3. Review of the report of the approved statutory auditor (réviseur d’entreprises agréé) of the Company (the “Approved Statutory Auditor”) on the annual statutory accounts prepared in accordance with the laws and regulations of the Grand Duchy of Luxembourg, the consolidated financial statements prepared in accordance with the international financial reporting standards (IFRS) for the financial year ended 31 December 2023, and on the performance of its mission;
4. Approval of the consolidated financial statements for the financial year ended 31 December 2023;
5. Approval of the annual statutory accounts for the financial year ended 31 December 2023;
6. Allocation of the Company’s net profit for the financial year ended 31 December 2023;
7. Discharge to be granted to the members of the Board of Directors for the execution of their mandate during the financial year ended 31 December 2023;
8. Discharge to be granted to Deloitte Audit, the Approved Statutory Auditor, for the execution of its mandate during the financial year ended 31 December 2023;
9. Review and consultative vote on the remuneration policy of the Company included in the remuneration report of the Company called “Eurofins Group Remuneration Report 2023” (the “Remuneration Report”);
10. Review and consultative vote on the other sections of the Remuneration Report, including the annual disclosures;
11. Renewal of the mandate of Mr. Gilles MARTIN as executive director for a period of four (4) years;
12. Renewal of the mandate of Mr. Yves-Loïc MARTIN as non-independent non-executive director for a period of three (3) years;
13. Renewal of the mandate of Ms. Valérie HANOTE as executive director for a period of four (4) years;
14. Renewal of the mandate of Mr. Pascal RAKOVSKY as independent non-executive director for a period of three (3) years;
15. Renewal of the mandate of Ms. Patrizia LUCHETTA as independent non-executive director for a period of two (2) years;
16. Renewal of the mandate of Ms. Evie ROOS as independent non-executive director for a period of two (2) years;
17. Appointment of Ms. Erica MONFARDINI as new independent non-executive director for an initial period of one (1) year;
18. Renewal of the mandate of Deloitte Audit or appointment of a new approved statutory auditor (réviseur d’entreprises agréé) of the Company;
19. Determination of the attendance fees to be allocated to the directors of the Company for the financial year 2024;
20. Reporting of the transactions of the share capital carried-out by the Board of Directors in accordance with the buy-back program adopted by the extraordinary general meeting held on 25 April 2019;
21. Approval of the authorisation to be given to the Board of Directors for the Company to buy-back its own shares under a new share buy-back program; and
22. Delegation of powers for the performance of the legal formalities. 

AGENDA OF THE EXTRAORDINARY GENERAL MEETING