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Board of Directors, Annual and Extraordinary General Meetings of Agfa-Gevaert NV

Resolutions from the meetings of the Board of Directors and Shareholders held on May 11 and 12, 2020

At Agfa-Gevaert's Annual General Meeting, the 2019 financial statements, the remuneration report, the allocation of the result and the discharge of directors and auditors were approved.

At the Extraordinary General Meeting, the authorization of the Board of Directors regarding the purchase and disposal of own shares was renewed.
This includes:
·the authorization to purchase, in accordance with the stipulations of the Code of Companies and Associations and for a period of 5 years as of the publication in the Appendix to the Belgian Official Gazette, a maximum of 20 percent of the shares issued by the Company at a price per share that is equal to the average price of the share over the last 30 calendar days preceding the date of the purchase, decreased by
20 percent (minimum price) or increased by 10 percent (maximum price);
·the authorization to dispose of the acquired treasury shares at any time according to the terms set out by the Board of Directors;
·the authorization of the subsidiaries of the company to purchase and dispose of shares of the company, in accordance with the provisions of the Code of Companies and Associations, at the same conditions as those set out above for the company itself.

Furthermore, the Board of Directors was authorized to cancel, at any time, the treasury shares and to modify the articles of association according to this decrease of the total number of shares of the Company.

Also, the Extraordinary General Meeting approved the completely new text of the articles of association, which is in line with the new Code of Companies and Associations.
The text of the articles of associations can be consulted in the convocation of the Extraordinary General Meeting on the website of the company through the following link https://www.agfa.com/corporate/investor-relations/shareholders-meeting/extraordinary-general-meeting.

During the meetings, PJY Management BV, with permanent representative Mr. Pascal Juéry, was appointed Managing Director, and Mr. Jo Cornu’s resignation as director was accepted. The Board of Directors wishes to thank Mr. Cornu for his many years of commitment to the company. Mr. Stefaan Vanhooren, President of Offset Solutions, will leave the company on June 30 but will remain an advisor to the CEO for some time thereafter to ensure a good transition. The Board of Directors would also like to thank him for his many years of commitment to the company.



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