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 - Seite 2

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

1. 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 its share buy-back program;
2. Renewal for a period of five (5) years, from the publication of the resolutions of the Extraordinary General Meeting in the Recueil Electronique des Sociétés et Associations, of the amount of authorised capital as provided for in article 8 Bis of the Articles, with a maximum overall amount of authorised capital of three million five hundred thousand Euro (EUR 3,500,000) consisting of up to three hundred and fifty million (350,000,000) shares, with a nominal value of one Eurocent (EUR 0.01) each, in accordance with the terms and conditions set out in article 8 Bis of the Articles, authorising the Board of Directors to issue shares, including free shares, or any instrument, security, option or warrant, whether convertible or exchangeable and/or giving immediate or future entitlement to ordinary shares in the Company, on such terms and conditions as it may see fit and, in particular, without reserving any preferential subscription rights for existing shareholders in respect of the new shares to be issued, subject to the maximum amount of authorised capital, and amending article 8 Bis of the Articles accordingly; and
3. Delegation of powers for the performance of the legal formalities.

The Board of Directors shall present to the Extraordinary General Meeting in accordance with the provisions of article 420-26 (5) of the Company Law its report (the “Board Report”) on the proposal to authorise the Board of Directors to increase the Company’s share capital in accordance with article 8 Bis of the Articles and to, among others, freely allocate existing shares and issue free shares and the necessity to withdraw preferential subscription rights of the existing shareholders of the Company.

If approved, the amendments to article 8 Bis 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 (including, without limitation, the Board Report) and information that must be communicated to the General Meetings are available on the Company’s website (https://www.eurofins.com/investors/agm-2024/) 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.