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

Recticel will distribute a gross dividend of EUR 0.31 per share, payable on 4 June 2025.

The meeting also:

1. approved the statutory annual accounts as on 31 December 2024;
2. discharged the Directors for the performance of their duties during the financial year ended 31 December 2024;
3. discharged the Statutory Auditor for the performance of his duties during the financial year ended 31 December 2024;
4. re-elected Baltisse BV, permanently represented by Mr. Filiep Balcaen, as non-executive director for a three-year term;
5. re-elected Moroxco BV, permanently represented by Mrs. Elisa Vlerick, as non-executive director for a three-year term;
6. appointed Foxfin BV, permanently represented by Mrs. Barbara De Saedeleer, as non-executive director for a three-year term; in replacement of Imrada BV, permanently represented by Mrs. Ingrid Merckx;
7. appointed Ref.lex BV, permanently represented by Mrs. Astrid Rahn, as non-executive director for a three-year term;
8. confirmed as independent director, within the meaning of article 7:87 of the Companies and Associations Code:
   • Moroxco BV, permanently represented by Mrs. Elisa Vlerick
   • Foxfin BV, permanently represented by Mrs. Barbara De Saedeleer
   • Ref.lex BV, permanently represented by Mrs. Astrid Rahn
9. appointed the auditor PwC Bedrijfsrevisoren BV for the assignment of limited assurance on the company’s sustainability information for a three-year term, expiring after the approval of the sustainability information of 31 December 2026 and approved the remuneration of the auditor;
10. approved the remuneration report 2024;
11. fixed and approved for 2025:
    • the Director’s emoluments
    • the amount of fees for the Committee;
12. 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 Managing Director and CEO, Jan Vergote, permanent representative of Coral & Wallace BV, as well as for the benefit of all other members of the Management Committee;
13. authorized the Board of Directors to issue in 2025, if appropriate, a new edition of the Recticel Group Stock Option Plan for the benefit of the senior executives of the Recticel Group;
14. following the issue by the Board of Directors of the Recticel Group Stock Option Plan June 2024 (subscription rights plan June 2024), 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.

Extraordinary General Meeting

Although all items on the agenda of the Extraordinary General Meeting were supported by a large majority of shareholders' votes, the resolutions relating to the new authorized capital and the acquisition or disposal of own shares in the event of imminent serious harm to the company, did not reach the required 75% majority and hence were not approved.

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