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LEUVEN, Belgium, July 01, 2026 (GLOBE NEWSWIRE) -- MATERIALISE NV
Technologielaan 15
3001 Leuven
Company number: 0441.131.254
RPR Leuven
(the "Company")
Annual General Meeting of Materialise NV held at the registered office of the Company on Tuesday 16 June 2026 at 10:00 (CET): Resolutions
Free English translation for information purposes only
OPENING OF THE MEETING
The annual general meeting of shareholders (hereinafter the “General Meeting” or the “Meeting”) of the Company was opened at 10:00 (CET) at the registered office of the Company, Technologielaan 15, 3001 Leuven, and was chaired by Mr Wilfried Vancraen, chairman of the Board of Directors of the Company (hereinafter the “Chairman”), in accordance with the articles of association of the Company.
BUREAU
Composition: The Chairman invited the following persons to form the bureau of the Meeting, in accordance with the articles of association of the Company:
The shareholders’ proxy holder appointed by the Board of Directors was present.
Verifications by the bureau: The Chairman requested the Secretary to report to the General Meeting on the findings and verifications carried out by the bureau with a view to the composition of the Meeting:
THIRD PARTIES PRESENT AT THE MEETING
In addition to the members of the bureau, the following persons were present at the Meeting:
AGENDA
Given that the agenda for the Meeting had been communicated to all shareholders (at least 30 days prior to the Meeting), the Meeting released the Chairman from reading out the full agenda. The agenda of the General Meeting is set out below:
Moving on to the first two agenda items (items 1 and 2), which did not require a vote, the Chairman referred to the following documents made available to the shareholders prior to the Meeting:
With the approval of the statutory auditor, the bureau was released from reading out these reports, as the information contained therein had already been made available to the shareholders prior to the Meeting.
VOTE
The Chairman proposed to proceed to the vote on the resolutions as set out in the agenda for the Meeting. It was recalled that shareholders had the possibility to cast their vote by proxy or by correspondence prior to the Meeting, or electronically. All votes validly received by the Company prior to the Meeting were taken into account and are reflected below in the voting results for each of the proposed resolutions.
The general meeting approves the statutory annual accounts of Materialise NV for the financial year ended 31 December 2025.
VOTING
The general meeting resolves to carry forward the profit available for appropriation for the financial year 2025 for an amount of EUR 11,232,308.80, combined with the profit carried forward from prior financial years for an amount of EUR 3,653,734.77. The amount held above the required statutory reserves shall be withdrawn from the statutory reserves and likewise carried forward.
VOTING
The general meeting resolves to approve the remuneration report, as included in the annual reports of the Board of Directors, for the financial year ended 31 December 2025.
VOTING
The general meeting resolves to grant discharge to the directors (and, where applicable, their permanent representatives) for the performance of their mandate during the financial year ended 31 December 2025.
VOTING
The general meeting resolves to grant discharge to the statutory auditor, being KPMG Bedrijfsrevisoren BV, with enterprise number 0419.122.548 and registered office at Brussels National Airport 1K, 1930 Zaventem, represented by Tim Vermeiren, for the performance of its mandate during the financial year ended 31 December 2025.
VOTING
On the proposal of the audit committee, the general meeting appoints KPMG Bedrijfsrevisoren BV/SRL (B00001), with registered office at Brussels National Airport 1K, 1930 Zaventem, as statutory auditor for a term of three years, for the audit of the statutory and consolidated annual accounts of the Company and, for as long as legally required, to provide the assurance opinion relating to the sustainability reporting as set out in article 3:58, §6 of the Belgian Code of Companies and Associations (the “BCCA”), for the financial years ended 31 December 2026–2027–2028. The mandate will expire following the general meeting convened to deliberate on the annual accounts for the financial year ending 31 December 2028. KPMG Bedrijfsrevisoren BV/SRL has designated Mr Tim Vermeiren (IBR No. A02567), certified auditor, as its permanent representative. The general meeting resolves that the annual remuneration of KPMG Bedrijfsrevisoren BV for its mandate as statutory auditor of the Company shall amount to a maximum of EUR 974,208 (excluding expenses and VAT, where applicable) on an annual basis and subject to indexation.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of Mr Wilfried Vancraen as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of Mr Peter Leys as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of Ms Hilde Ingelaere as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of Mr Sander Vancraen as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of A TRE C BV, with Mr Johan De Lille as permanent representative as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to renew the mandate of Mr Jürgen Ingels as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to (a) renew the mandate of Ms Marleen Mannekens as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm her mandate in her capacity as independent member of the Board of Directors on the grounds that (i) Ms Marleen Mannekens meets, and has declared that she meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Ms Marleen Mannekens has expressly declared that she does not maintain any relationship with the Company or any significant shareholder that could compromise her independence, and (iii) the Board of Directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Ms Marleen Mannekens within the meaning of article 7:87 of the BCCA.
VOTING
On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to (a) renew the mandate of Ms Godelieve Verplancke as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm her mandate in her capacity as independent member of the Board of Directors on the grounds that (i) Ms Godelieve Verplancke meets, and has declared that she meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Ms Godelieve Verplancke has expressly declared that she does not maintain any relationship with the Company or any significant shareholder that could compromise her independence, and (iii) the Board of Directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Ms Godelieve Verplancke within the meaning of article 7:87 of the BCCA.
VOTING
On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to (a) renew the mandate of Mr Bart Luyten as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm his mandate in his capacity as independent member of the Board of Directors on the grounds that (i) Mr Bart Luyten meets, and has declared that he meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Mr Bart Luyten has expressly declared that he does not maintain any relationship with the Company or any significant shareholder that could compromise his independence, and (iii) the Board of Directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Mr Bart Luyten within the meaning of article 7:87 of the BCCA.
VOTING
On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to (a) renew the mandate of Mr Volker Hammes as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm his mandate in his capacity as independent member of the Board of Directors on the grounds that (i) Mr Volker Hammes meets, and has declared that he meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Mr Volker Hammes has expressly declared that he does not maintain any relationship with the Company or any significant shareholder that could compromise his independence, and (iii) the Board of Directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Mr Volker Hammes within the meaning of article 7:87 of the BCCA.
VOTING
On the proposal of the Board of Directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the general meeting resolves to approve the following remuneration, with effect as from 1 January 2026:
VOTING
The general meeting resolves to grant powers of attorney to Felix Theus, Emma Heijmans and Maja Frederix, each with authority to act alone and with right of substitution and without prejudice to any other authorisations applicable, for any filing and publication formalities required in connection with the foregoing resolutions.
VOTING
QUESTION AND ANSWER SESSION
The Chairman reminded the shareholders that, in accordance with article 7:139 of the BCCA and the articles of association of the Company, they have the right to ask questions to the Board of Directors or to the statutory auditor regarding their reports and the agenda items.
The Chairman confirmed that shareholders had the opportunity to submit their questions in writing no later than 10 June 2026. No written questions were received.
The Chairman proceeded to the live question-and-answer session. No further questions were raised from the floor of the Meeting.
CLOSING
As all agenda items of the Meeting had been dealt with, the Chairman thanked the shareholders and other participants for their attendance and contributions.
The Chairman released the Secretary from reading out these minutes.
These minutes have been drawn up in Dutch and English (the English version being a free translation for information purposes only). The minutes were signed by the Chairman, the Secretary and the Vote Counters, as well as by the other members of the bureau present and by the shareholders or proxy holders wishing to do so. The minutes will be published on the Company’s website within 15 days after the Meeting, in accordance with the applicable legal provisions.
The Chairman declared the General Meeting closed.
The session was closed at 10:41 (CET).
Leuven, 16 June 2026.
CONTACT: Bernal Valverde Materialise bernal.valverde@materialise.be
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