EGM 2020

Oct 27, 2020

Ladies and gentlemen, welcome to this extraordinary shareholders meeting of Signify N. V. My name is Gerard Hunderaast. I'm the Vice Chairman of the Supervisory Board of Signifi. I'll be chairing this meeting today. And unfortunately, our Chairman, Arsup van der Polis, unable to attend the meeting. Due to the coronavirus, we have decided to only allow our shareholders virtual access to the meeting. And just as in May, we are taking advantage of the temporary legislation that came into effect late April. We very much regret not being able to welcome you here in person at this meeting. We're looking forward to welcoming you again at our next meeting if circumstances permit. Considering the current circumstances, we are present here at the meeting in Eindhoven with a limited number of people. Here at my table, we have Mr. Javier von Engele and the other members of the Supervisory Board and the members of the Board are following this meeting remotely. Furthermore, we have here our company's Secretary and Secretary of this meeting, Mr. Micheal Thierry and the civil law notary, Martin Van Oelfer of De Bruy. First of all, I would like to make some comments regarding the practicalities of this meeting. We have called on our shareholders to submit questions in advance if so desired, And we have received some questions about the selection process from the Stiftung Raspe Scherming Belechers, the foundation legal protection of investors, and we will address these questions during the discussion on the agenda item. Those who have submitted questions prior to the meeting can ask follow-up questions during the meeting by sending an e mail to irsignify dot com. We will try to answer these questions during the meeting. Of course, the questions and answers that we discuss here today will be recorded in the minutes of this meeting. The language of the meeting is Dutch. And via the webcast, you can also follow the meeting in the English language. The minutes of the meeting will be drawn up in English, and we will be using an audio tape of this meeting for that purpose. I hereby open the extraordinary general meeting of shareholders of Signify N. V. Ladies and gentlemen, we're moving to the only item of this agenda for this meeting, the proposal to appoint Mr. Francisco Javier van Engle de Sousa as a member of the Board of Directors as per today. After Stephane Gougeaux left the company, Rene Francois temporarily took over the role of Chief Financial Officer. We're very grateful to Rene for the way in which he has guided us through these exceptional times as a CFO over the past few months. I would like to take a moment to comment on the process that we followed to search for a suitable candidate to take up on the role of CFO. This was an important priority over the past few months. To this end, the Nomination and Governance Committee of the Supervisory Board followed a very careful selection process in which we looked both inside and outside the organization for candidates. We commissioned an external party to help us in this process with whom we discussed several candidates in order to draw up a smaller shortlist. Subsequently, there were discussions with members of the Supervisory Board, the CEO and other internal and external stakeholders. The nominations committee then made recommendations to the full Supervisory Board, which then led to the binding nomination of Javier van Englein as a new member of the Board. As always, the selection of the candidates was based on merits. Taking into account Signify's Board composition profile and the diversity objectives of the company. You can find this profile, including diversity, on Signify's website. In our search for a new CFO, we in particular looked at a number of specific competencies such as financial expertise, leadership positions and CFO experience. Javier's broad experience in those areas as well as his broad international experience and his experience in transformations correspond exactly to the candidate that we were looking for. We're therefore very pleased that Javier has joined our company on June 15. As I just mentioned, the Supervisory Board, following consultation with the Board of Management, has made a binding nomination to appoint Javier van Engle today as a member of the Board of Management. The term of this appointment will be until the closing of the General Meeting of Shareholders to be held in 2024. I would also like to refer you to the explanatory notes to the agenda, where you'll find more information on Javier as a nominated candidate. And now I would like to give Javier the opportunity to introduce himself to you. Thank you, Gerard, and it's a pleasant, albeit virtual, introduction to everyone online. It's with a sense of joy and pride that I accept the proposed appointment to the Signify Board of Management. And like you, the shareholders of Signify, I'm counting on being able to make an important contribution to the value enhancement of Signify in the years to come. And I hope my extensive life and work experience will help me to do so. So who am I? As my full name indicates, I have a mixed background. I have a Portuguese mother, Belgian father. I was born in Barcelona, Spain, but I grew up and I studied around Antwerp in Belgium. After successfully completing my university studies in economy, I started my professional career at Procter and Gamble, and that was as a controller in the plant in Meffle. And this was followed by sixteen instructive years through many departments, five countries and all sorts of financial disciplines. And this then brought me to Japan, where I was appointed Regional Financial Director for AstraZeneca Pharmaceuticals. After Japan, I returned to Switzerland in 02/2008, where I started my career as Group CFO, first in Triumph and then Gerdolimo Martins in Portugal and lastly, Grupo Telepizza in Madrid. And so now I'm back in The Netherlands, where I was Financial Director for Procter and Gamble's Benelux organization between 1999 and 02/2001. So the world indeed is a small place. And in this small world, I enjoy the support of my wonderful wife, Beata, and I'm the very proud father of my three children, Alejandro, Eliana and Alessio. Prior to this meeting, we received a number of questions about the selection process on my side and how that evolved, and I'd like to answer those questions now. Prior to my candidature, I had extensive talks with members of the Board, members of the Supervisory Board and a number of leaders in the organization. And of course, I went through all the annual reports of the company itself and the external auditor. And throughout all these conversations, I gained extensive knowledge of the company, the business, future objectives and mutual expectations. I experienced these conversations to be very constructive and pleasant, and they were the basis for my decision to apply for this position. I can't imagine a better time to join Signify. With Signify's innovative character, the quality of its people and the leadership's team and its recently expanded global footprint, Signify, I believe, is well positioned to further expand its position as a market leader. So what can you as shareholders expect from me? I think that my various experiences will be able to contribute to the very important long term success of Signify. My global experience may be very useful, having worked in countries such as Japan, Russia, Morocco, Switzerland, and this gives me a broad cultural basis that nowadays one needs to be internationally successful. And furthermore, I have extensive experience in successful business transformations, including digital transformation such as the P and G acquisition of Gillette, the globalization of Triumph's regional business and the digital transformation of Grupo Telepizza's quick service restaurant business. And in these complex projects, I learned that in order to be successful, it's important to always keep your eye on the final goal, the final objective. And furthermore, I also attach great importance to people. Throughout my career and also outside my professional career, I always paid a lot of attention to guiding and developing the people around me. Good results require good working atmosphere, both in good times and in bad times. And then finally, for me, the competition element is important. I just like to win. I danced competitively, played volleyball and to this day, I'm an international competition swimmer. I think it strengthened my character. It taught me to fall and stand up again and taught me to follow my ambitions and achieve goals. And my professional goal now is extremely sharp, to boost the performance of Signify. I'm absolutely convinced that with the help of the Supervisory Board of my colleagues in the Board of Management and there are many thousands of Signify employees, I can achieve this goal as well. I would like to thank you for your trust in me and hope to meet you in the future face to face. Thank you, Javier. The questions that we received under this item of the agenda have been included in our presentation today and no follow-up questions have been received during the meeting. So this brings us to the result of this voting item. Before I share that with you, I would like to ask the civil law notary to confirm some numbers. Thank you, Gerard. First of all, I'd like to state that at the beginning of the meeting, we had represented a capital of 86,764,085 shares entitled to the same number of votes. And these votes were cast in writing prior to the meeting by civil law notary Cindy Smith of Salerburg Notarisse as an independent civil law notary and proxy holder for shareholders who granted her a proxy through the e voting system or otherwise. And if you have the number of shares issued by the company on the record date on which votes can be cast, 69.09% of the issued share capital entitled to vote is present or represented at this meeting. In casting these votes, Cindy Smith confirmed that she cast votes in accordance with all the proxies she received. And then finally, I can inform you that the Board of Management and the Supervisory Board have not received any agenda proposals from shareholders. I'd like to give the floor back to you, Gerard. Thank you, Martin. I will now proceed to announce the result of the votes. For practical reasons, I will only mention the rounded percentage of the votes cast. The more detailed voting result will be published on our corporate website shortly after this meeting and will be included in the minutes of this meeting. I would like to inform you that 98.5% voted in favor of the proposal. And I note that the proposal has been adopted and that Javier has hereby been appointed. Javier, congratulations. Now with that, we've dealt with the only agenda on today's only agenda item on today's agenda and I'd like to close this extraordinary general meeting of shareholders. Thank you for your attention.