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members, in accordance with the terms and conditions to be determined by the Board of Directors and subject to compliance
with the provisions of articles 7:198 et seq. of the Belgian Companies and Associations Code. This general authorization is
valid for a period of five (5) years from the publication of the resolution of June 5, 2023, and is renewable. The Board of
Directors shall be entitled to amend the Articles of Association to the extent required to reflect the use of the authorization
granted by this article (article 7 of the articles of associations).
Acquisition of own shares
The Extraordinary General Meeting of shareholders of June 7, 2022, gave the following authorization to the Board of
Directors (article 10 of the articles of associations):
1. The Company may acquire, pledge, or dispose of its own shares in accordance with the law.
2. For a period of five (5) years from the publication in the Annexes to the Belgian Official Gazette of the decision of
the extraordinary general meeting of shareholders of June 7, 2022, the Board of Directors is authorized to acquire
on the stock exchange or otherwise, shares in the Company up to a maximum of 20 % of the issued shares, fully
paid up, at a unit price which may not be more than 20% lower than the lowest price during the last 12 months
preceding the transaction and which may not be more than 20% higher than the highest closing price during the
last 20 days of trading of the Company's shares on Euronext Brussels preceding the acquisition. This authorization
shall be renewable.
3. Furthermore, in accordance with article 7:218, § 1, 4° of the Belgian Companies and Associations Code, the Board
of Directors is explicitly authorized to dispose of the own shares acquired by the Company to one or more specific
persons other than members of staff of the Company or its subsidiaries.
4. The powers and authorizations referred to in this Article are extended to the acquisition and disposal of shares of
the Company by one or more subsidiaries directly controlled by the Company within the meaning of the Companies
and Associations Code.
Significant agreements or securities that may be impacted by a change of control of the company
None
11. RESPECT OF THE BELGIAN CODE ON CORPORATE GOVERNANCE
EVS has adopted the Belgian Code on Corporate Governance 2020 as reference code for EVS Corporate Governance
Charter. In accordance with the "comply or explain" principle laid down in the said Code, the Board of Directors reserves
the right to assess and adjust the application of these standards of good governance regarding EVS’ field of activity, its
capabilities, and its related constraints, as explained below:
- Independent Internal Audit (Article 4.14 of the Belgian Code on Corporate Governance 2020): Given the size
of the company, it has been decided and confirmed on regular basis that an independent internal audit as foreseen
by the Belgian Code on Corporate Governance 2020 would be disproportionate for a company the size of EVS.
We do believe though that it is important to have a solid process-driven culture, whereby we focus on adoption of
the global processes defined and we regularly assess the efficiency of our processes. We prone a culture of
continuous improvement whereby we focus on developing internal control mechanisms that help the company to
monitor risks and inefficiencies. Internally the Business Process Modelling (BPM) team supports the business in
setting up efficient processes. The fact that global processes serve as a basis of our ERP deployment allows us to
monitor the efficiency and adhesion of the global processes through the systems. Through process mining we can
identify inefficiencies or detect non-compliance. As part of continuous improvement track, the BPM team supports
the business in identifying control points for each process; We use these insights to improve our overall control
posture and improve our efficiency. These steps will allow us to implement an internal control framework over time.
In addition, EVS created a new function in 2023: a head of risk, treasury and financial reporting function, that
focusses pro-actively on identifying and mitigating company-wide risks. Next to this internal functioning, it is the
Audit & Risk Committee that makes recommendations on control posture, risk management and mitigation actions,
also ensuring management's responsiveness to the Audit & Risk Committee's findings and recommendations. In
2025, the newly appointed Auditor PWC reformulated a set of recommendations and attention points to support
the future evolution of the internal control framework. Management will ensure diligent response for the elements
raised by the external Auditor.
- Part of the remuneration of the Non-Executive Directors in form of shares (Article 7.6 of the Belgian Code
on Corporate Governance 2020): Non-Executive Directors are paid purely in fixed and cash fees in line with
UK/European best practice. Further to a study on the practice and benchmark in this matter conducted in 2021
and repeated in 2023, the Board of Directors has decided at this stage not to apply the possibility of allowing the
Non-Executive Director to receive a portion of his remuneration in the form of shares of the company to avoid
conflict of interests and safeguard the independence of the Non-Executive Directors. Such a position is reviewed
by the Board of Directors on a regular basis.
- Minimum threshold of shares hold by Executives (Article 7.9 of the Belgian Code on Corporate Governance
2020): with respect to executives, and further to a study on the practice and benchmark in this matter conducted
in 2021, notably on companies of comparable size, the Board of Directors has decided at this stage not to apply
the possibility of setting a minimum threshold for shares that executives must hold to avoid any speculation and
also, given the fact, that although that is not mandatory, the majority of the members of the Executive Management
is already shareholder of EVS. Such a position is reviewed by the Board of Directors on a regular basis based on
updated practice and benchmarks. Additionally, while there is no minimum threshold, it's worth noting that the
Board of Directors strongly encourages executives to hold shares in the company.