Resolutions of Ordinary General Meeting

PRESS RELEASE

Regulated information – Inside information      

Brussels, 28  May 2024 – 14:00 CET

Resolutions of Ordinary General Meeting  

At the Annual General Shareholders’ Meeting of Recticel, which took place this morning, all proposed resolutions on the agenda^[1] of the Ordinary General Meeting were approved. 

Recticel will distribute a gross dividend of EUR 0.31 per share, which will be paid on 3 June 2024.

The Meeting also:

1.      approved the statutory annual accounts as on 31 December 2023;

2.      approved the appropriation of the result, including the payment of a gross dividend of EUR 0.31 (or net of withholding tax of EUR 0.217 per ordinary share);

3.      discharged the Directors for the performance of their duties during the financial year ended  31 December 2023;

4.      discharged the Statutory Auditor for the performance of his duties during the financial year ended 31 December 2023;

5.      accepted the resignation of Olivier Chapelle BV, Managing Director, permanently represented by Mr. Olivier Chapelle with effect from 31 August 2023;

6.      appointed Coral & Wallace BV, permanently represented by Mr. Jan Vergote, as Director, for a term of three years ending after the Ordinary General Meeting of 2027;

7.      established that the mandate of Carpe Valorem BV, permanently represented by Mr. Kurt Pierloot, as non-executive and independent Director, expires after the Ordinary General Meeting of 28 May 2024 and decided to proceed with his replacement;

8.      appointed IRIDI BV, permanently represented by Mr. Frank Coenen, as non-executive and independent Director, for a term of three years expiring after the Ordinary General Meeting of 2027, in replacement of Carpe Valorem BV, permanently represented by Mr. Kurt Pierloot;

9.      established that the mandate of Thijs Johnny BV, permanently represented by Mr. Johnny Thijs, as non-executive and independent Director, expires after the Ordinary General Meeting of 28 May 2024 and decided to proceed with his replacement;

10.   appointed D.A.S.T. NV, permanently represented by Mr. Wim Dejonghe, as non-executive and independent Director, for a term of three years expiring after the Ordinary General Meeting of 2027, in replacement of Thijs Johnny BV, permanently represented by Johnny Thijs;

11.   renewed the mandate of Lubis BV, permanently represented by Mr. Luc Missorten, as nonexecutive and independent Director, for a new term of three years ending after the Ordinary General Meeting of 2027;

12.   confirmed as independent Director, within the meaning of article 7:87 of the Companies and Associations Code:

-  IRIDI BV, permanently represented by Mr. Frank Coenen

-  D.A.S.T. NV, permanently represented by Mr. Wim Dejonghe

-  Lubis BV, permanently represented by Mr. Luc Missorten 

13.   renewed as Statutory Auditor for a period of three years ending after the Ordinary General Meeting of 2027, PwC Bedrijfsrevisoren BV, represented by Wouter Coppens BV, permanently represented by Mr. Wouter Coppens, in order to audit the financial years ended 31 December 2024, 2025 and 2026.

14.   approved the remuneration of the Statutory Auditor for the financial year 2023;

15.   appointed PwC Bedrijfsrevisoren BV, represented by Wouter Coppens BV, permanently represented by Mr. Wouter Coppens, to carry out a limited level of assurance on the sustainability information. This engagement will be considered as a legal mission as provided for by the law transposing the CSRD, once it is enacted;

16.   approved the remuneration report 2023;

17.   approved the remuneration policy as of the financial year 2024;

18.   fixed and approved for 2024:

-  the Director’s emoluments

-  the amount of fees for the members of the Audit Committee;

-  the amount of fees for the members of the Remuneration and Nomination Committee; 

19.   approved the deviation from the principle of a spread over three years and hence allow the full payment of the variable remuneration within a shorter period for the benefit of the CEO, Jan Vergote, permanent representative of Coral & Wallace BV, as well as for the benefit of all other members of the Management Committee;

20.   authorized the Board of Directors to issue in 2024, if appropriate, a new edition of the Recticel Group Stock Option Plan for the benefit of the senior executives of the Recticel Group;

21.   following the issue by the Board of Directors of the Recticel Group Stock Option Plan June 2023 (subscription rights plan June 2023), approved in accordance with article 7:151 of the Companies and Associations Code, the clause 5.2. in the aforementioned Recticel Group Stock Option Plan.

°  °  °

About Recticel Group

Recticel Group is a Belgian insulation company with a strong presence in Europe and the USA. It offers smart insulation solutions that advance a carbon-free economy and a better quality of life.  

Recticel Group delivers upon a portfolio of Insulation Boards, Insulated Panels and Acoustic Solutions.

Recticel Insulation designs polyurethane thermal and thermo-acoustic boards for optimal building comfort and energy efficiency. This includes vacuum insulation panels (VIP) by Turvac.

Trimo enables the highest aesthetic standards and extends architectural capabilities with its mineral wool insulated panels and modular space solution, primarily in non-residential applications. With the recent acquisition of REX Panels & Profiles, the portfolio now includes PIR insulated panels.

Soundcoat provides acoustic solutions used in some of the world’s leading technological innovations.

At the end of 2023, Recticel employed 1,255 people and had achieved sales of EUR 529.4 million. Its operations are spread over seven countries.

The Science Based Targets initiative (SBTi) approved Recticel’s near-term targets for the reduction of  scope 1, 2 & 3 greenhouse gas emissions by 2030 (from base year 2021) and net-zero targets for 2050.

Recticel is listed on Euronext in Brussels (Euronext: RECT - Reuters: RECT.BR - Bloomberg: RECT:BB).

Financial calendar 

Recticel NV/SA

Bourgetlaan 42 avenue du Bourget

1130 Brussels

Belgium

This press release is available in English and Dutch on www.recticel.com.