
the Board of Directors may issue bonds convertible into shares or subscription rights, in compliance with the provisions of
articles 7:198 et seq. of the Companies and Associations Code. In the case of a share capital increase with share premium,
such premium must be entered and maintained in one or more separate accounts under shareholders' equity on the liabilities
side of the balance sheet. Similarly, in the event of an issue of subscription rights, their issue price must be entered and
maintained in one or more separate accounts under shareholders' equity on the liabilities side of the balance sheet. On the
occasion of any issue of shares, convertible bonds or subscription rights, the Board of Directors may limit or cancel the
preferential subscription rights of the shareholders, including in favor of one or more specific persons other than staff
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 is 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
12. 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 cannot be implemented. Rather than having an independent internal
audit, focus is given to developing internal control mechanisms that help the company to monitor risks and inefficiencies.
It is the Audit Committee that makes recommendations on the selection, appointment, reappointment, and removal of
the head of internal audit and should monitor management's responsiveness to the audit committee's findings and
recommendations. In 2022, the Audit Committee has completed a process of confirming the scope and future evolution
of the internal control. In 2022 a new position was created and staffed, Head of Treasury, Risk Management and
Financial Reporting. This position is also supervising the internal controls of EVS. The function is to assist the Audit
Committee. EVS is undergoing a considerable transformation whereby the focus on designing and implementing sound
and efficient processes is a first layer to support our growth ambitions. This business process modeling (BPM) exercise
is progressing well, and the outcome of the exercise is the basis of our new ERP. In 2024 we continued expanding the
scope of the BPM. In following periods, we will identify critical control points of all the processes designed to monitor
the effectiveness and efficiency of our way of working. These steps are the supporting elements to an internal control
framework that will be implemented over time.
- Part of the remuneration of the non-executive directors in form of shares (Article 7.6 of the Belgian Code on
Corporate Governance 2020): 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 will be 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 will be reviewed by the Board of Directors on a regular basis based on updated