Business
Adler S A : AGM minutes (20250625 ADL AGM Minutes signed)
Adler S A : AGM minutes (20250625 ADL AGM Minutes
About this update from Adler Group Sa
ADLER Group S.A. Société anonyme 55, Allée Scheffer, L-2520 Luxembourg, Grand Duchy of Luxembourg RCS Luxembourg: B197554 (the "Company") Minutes of the Annual General Meeting (the "AGM") held on Wednesday, 25 June 2025 at 11.00 a.m. CET at Le Royal Hotel, 12, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg The AGM elects as chairman of the meeting Mr. Stefan Brendgen, chairman of the board of directors of the Company (the " Chairman "). The Chairman appoints as secretary of the meeting Dr. Karl Reinitzhuber, chief executive officer of the Company (the " Secretary "). The AGM elects as scrutineer of the meeting Mr. Thorsten Arsan, chief finance officer of the Company (the " Scrutineer "). The bureau of the AGM having thus been validly constituted, the Chairman declared and requested the Secretary to record that the agenda of the AGM is as follows:- AGENDA Presentation of the special report of the board of directors of the Company (as required pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended) on any transaction, since the last general meeting of the Company, in respect of which any of the directors declared to have an interest conflicting with that of the Company. Presentation of (i) the combined management report of the board of directors of the Company in respect of the standalone annual accounts of the Company and the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024, (ii) the report of the independent auditor of the Company in respect of the standalone annual financial statements of the Company and its group for the financial year ending 31 December 2024 and (iii) the report of the independent auditor of the Company in respect of the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024. Approval of the audited standalone annual accounts of the Company for the financial year ending 31 December 2024. Approval of the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024. Approval of the allocation of the statutory financial results for the financial year ending 31 December 2024. Approval of the granting of discharge ( quitus ) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year. Approval of the appointment, as recommended by the board of directors, of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026. Re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027. Confirmation of the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company (for declaratory purposes only), and the appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027. Approval of additional directors' remuneration, applicable for the financial year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorisation to the board of directors of the Company to allocate this aggregate amount among the members of the board of directors and to determine the further implementation modalities and payment conditions. Approval (on an advisory and non-binding basis) of an adapted version of the remuneration policy of the Company. Approval (on an advisory and non-binding basis) of the remuneration report of the Company for the financial year ending 31 December 2024. The convening notice of this AGM was published in accordance with Art. 3 of the Luxembourg Law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, as amended. More specifically this AGM was properly convened by publication of the convening notice: in the recueil électronique des sociétés et associations (the Luxembourg official gazette) on 23 May 2025, in the German federal gazette ( Bundesanzeiger ) on 23 May 2025, on the website of the Company on 23 May 2025, and in the Luxembourg newspaper Tageblatt on 25 May 2025. The present AGM may deliberate on the resolutions regardless of the number of shareholders present but provided that a quorum of at least one half of all voting securities is present or represented, and the resolutions on the agenda may be adopted by a simple majority of the votes validly cast. It appears from the attendance list, that out of the total of 151,626,107 dematerialised shares representing the entire issued share capital as of Wednesday, 11 June 2025 (the record date), a total of 40,627,437 (26.79% %)] shares are present or represented at the present AGM. It also appears from the attendance list, that out of 454,878,321 voting securities representing the total number of voting securities as of Wednesday, 11 June 2025 (the record date), a total of 332.857.067 (73.16%)] voting securities are present or represented at the present AGM. The present AGM is regularly constituted and may validly deliberate on all items of the agenda. The AGM, having confirmed that the shareholders and the holders of voting securities had been fully informed of the foregoing agenda in advance, adopted the following resolutions: AGM RESOLUTIONS Presentation of the special report of the board of directors of the Company (as required pursuant to Article 441-7 of the Luxembourg law of 10 August 1915 on commercial companies, as amended) on any transaction, since the last general meeting of the Company, in respect of which any of the directors declared to have an interest conflicting with that of the Company. No resolution required. Presentation of (i) the combined management report of the board of directors of the Company in respect of the standalone annual accounts of the Company and the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024, (ii) the report of the independent auditor of the Company in respect of the standalone annual financial statements of the Company and its group for the financial year ending 31 December 2024 and (iii) the report of the independent auditor of the Company in respect of the consolidated financial statements of the Company and its group for the financial year ending 31 December 2024. No resolution required. Approval of the audited standalone annual accounts of the Company for the financial year ending 31 December 2024. The General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves the audited stand-alone annual financial statements for the financial year ending 31 December 2024 in their entirety. Votes for: 350,212,068 Abstentions: 8,767, 607 Votes against: 14,300,00 Consequently, the resolution is approved. Approval of the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024. The General Meeting, after having reviewed the management report of the board of directors of the Company and the report of the independent auditor of the Company, approves the audited consolidated financial statements of the Company and its group for the financial year ending 31 December 2024 in their entirety. Votes for: 350,212,068 Abstentions: 8,767,607 Votes against: 14,300,000 Consequently, the resolution is approved. Approval of the allocation of the statutory financial results for the financial year ending 31 December 2024. The Annual General Meeting, upon proposal of the board of directors of the Company, resolves to confirm that a loss of EUR 752,602,453 according to the audited standalone annual financial statements of the Company for the financial year ending 31 December 2024, be carried forward to the next financial year. Votes for: 350,212,068 Abstentions: 8,767,607 Votes against: 14,300,000 Consequently, the resolution is approved. Approval of the granting of discharge (quitus) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year. The Annual General Meeting resolves to grant discharge ( quitus ) to all directors who held office during the financial year ending 31 December 2024 in respect of the performance of their duties during that financial year Votes for: 350,212,068 Abstentions: 8,767,607 Votes against: 14,300,000 Consequently, the resolution is approved. Approval of the appointment, as recommended by the board of directors, of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026. The Annual General Meeting, upon proposal of the board of directors of the Company, resolves to approve the appointment of AVEGA Revision S.à r.l. as the approved statutory auditor/approved audit firm to perform the statutory audit of the standalone annual accounts and consolidated financial statements of the Company for the financial year ended 31 December 2025 with such engagement to last until the annual general meeting of the Company to take place in 2026. Votes for: 350,212,067 Abstentions: 8,767,607 Votes against: 14,300,001 Consequently, the resolution is approved. Re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027. The Annual General Meeting approves the immediate re-appointment of Mr. Thilo Schmid as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027. Votes for: 340,224,802 Abstentions: 8,767,607 Votes against: 24,287,266 Consequently, the resolution is approved. Confirmation of the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company (for declaratory purposes only), and the appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting to take place in the year 2027. The Annual General Meeting resolves (i) for declaratory purposes only, to confirm the appointment of Dr. Karl Reinitzhuber as a director of the Company who was appointed by co-optation since the last general meeting of shareholders of the Company, and (ii) to approve the immediate appointment of Dr. Karl Reinitzhuber as director of the Company for a period running from the date of this AGM until the annual general meeting of the Company to take place in the year 31 December 2027. Votes for: 350,212,068 Abstentions: 8,767,607 Votes against: 14,300,000 Consequently, the resolution is approved. Approval of additional directors' remuneration, applicable for the financial year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorisation to the board of directors of the Company to allocate this aggregate amount among the members of the board of directors and to determine the further implementation modalities and payment conditions. The Annual General Meeting resolves to approve an additional aggregate gross remuneration for the directors, applicable for the financial year 2025, in an aggregate gross amount of EUR 6,000,000.00, and authorises the board of directors of the Company to allocate this aggregate amount among the members of the board of directors, as deemed appropriate, and to determine the implementation modalities and payment conditions; the Annual General Meeting further resolves to confirm that the additional remuneration described in the preceding sentence is supplementary to the fixed remuneration structure (as approved by the ordinary general meeting held on 27 November 2024), which is as follows: