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23/03/2026 07:15
Terms of availability of the preparatory documents for the GMDisclaimer: 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 23 April 2026 – 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 SESociété Européenne 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 BONDHOLDERSThe shareholders of the Company, and only with a consultative vote the holders of Deeply Subordinated Fixed to Floating Rate Bonds (ISIN: XS2579480307 and XS3038659267) and/or of Senior Unsecured Euro Bonds (ISIN: XS2167595672, XS2491664137, XS2676883114, XS2343114687, and XS3135157298) 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 23 April 2026 at 4.30 pm (Luxembourg time) in order to deliberate on the following agendas: AGENDA OF THE ANNUAL ORDINARY GENERAL MEETINGAll 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
AGENDA OF THE EXTRAORDINARY GENERAL MEETINGAll 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
* * * * * 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-2026/) 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. Contact:EUROFINS SCIENTIFIC SE 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 1st April 2026. The request must be made in writing and sent to the Company by email (AG2026@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 8 April 2026. Questions must be sent by email (AG2026@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 9 APRIL 2026 (THE "RECORD DATE"). 1. Conditions for attending in person(i) Shareholders whose ownership is directly registered (ii) Shareholders whose ownership is indirectly registered 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 formHolders of shares on the Record Date who cannot attend in person the General Meetings can either:
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 Captrace GmbH, Trimburgstr. 2, 81249 München, Germany, eurofins@captrace.com) no later than midnight (Luxembourg time) on 16 April 2026. 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 16 April 2026, 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. * * * * * Holders of Deeply Subordinated Fixed to Floating Rate Bonds (ISIN: XS2579480307 and XS3038659267) and/or of Senior Unsecured Euro Bonds (ISIN: XS2167595672, XS2491664137, XS2676883114, XS2343114687, and XS3135157298) 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 (ii) Bondholders whose ownership is indirectly recorded 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 representativeBondholders 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 16 April 2026. The proxy form is available on the Company's website https://www.eurofins.com/investors/agm-2026/ or by email request (eurofins@captrace.com). * * * * * 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, 23 March 2026. For the Board of Directors Source : Webdisclosure.com |
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