Change of Business Address location
Esperite NV is registered in Piet Heinstraat 11, 7204 JN Zutphen, Netherlands with a
business address in Herengracht 282, 1016 BX Amsterdam Netherlands.
The Board of Directors has decided to move the Business Address to France, Immeuble le
Patio, 35-37 Rue Louis Guérin, 69100 Villeurbanne France.
Since 7 January 2020:
The Company’s visiting and business address is now established in France;
The actual headquarter operations, board meetings and General meetings are at the
address of the new headquarters
The company will conduct the necessary process to recruit and appoint a minimum of two
French board members.
The daily operations and administrative tasks are conducted by local team of employees
which carry out their work in the headquarter address;
The Company will conduct the necessary actions in order to be regulated by the French
regulator;
5. Annual report 2018 – including Corporate Governance
Consideration of the annual report by the Board of Directors for the 2018 financial year.
In accordance with the principles of the Dutch Corporate Governance Code, the
Company's approach to the implementation of the Dutch Corporate Governance Code as
set out in the annual report is tabled for discussion at the AGM. The company has not
been able to finalize its annual report for the year 2018 on due course. The company
proposes to present an unaudited annual for 2018 to its shareholders. The Company is
taking all the possible measure to remedy.
The company will present to the shareholders a summarized annual report 2018, a market
update for 2019 as well as half year figure for 2019.
6. Proposal to amend article 4 of the Company’s Articles of Association - Change of
shares capital nominal value (Voting Item)
During the last AGM, on 8 January 2019, the shareholders have approved to increase the value
of share capital to 17’500’000,00 euro, composed of 175’000’000 shares of ten eurocent (EUR
0.10).
The company’s Board of Directors proposes to reduce the shares nominal value from ten
eurocent (EUR 0.10) to one eurocent (EUR 0.01). The value of the share capital remains
unchanged at 17’500’000 euro. On June 19, 2018, the Company entered into an issuance
agreement with European Select Growth Opportunities The share capital would then be
composed of 1’750’000’000 shares of one eurocent (EUR 0.01).
The proposed amendment is compliant with Dutch law, since article 2:67 sub 4 of the Dutch
Civil Code prescribes that at least one fifth of the authorised share capital must have been issued
and that the total share capital value is not modified.
In order to be able to effect the amendments in the Company's Articles of Association, the
proposal to amend the Articles of Association also includes the grant of authorisation to each
member of the Executive Board as well as each employee of the Company Notary to apply for
the required ministerial certificate of no-objection and to have executed the notarial deed of
amendment to the Articles of Association.
The article of association will be updated by the Company Notary and publicly communicated
and will be available on the website of the Company (www.esperite.com).
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7. Proposal to amend article 22 Financial Year, Annual Accounts of the Company’s
Articles of Association - (Voting Item)
The Board of Directors of Esperite NV proposes a change in the Company’s fiscal year end to
June 30. The change will result in an extended first period from 1st January 2018 to 30th June
2020. This first period, longer than expected is motivated by the shortage of audit resources in
the Netherlands. The background to the proposed change is that the company has found very
limited option for the choice of accountants licenced for auditing public companies in the
Netherlands. Esperite, since the dismissal of its previous auditor which remitted its licence, has
not yet managed to appoint an accountant for the audit of the financial statements for the current
financial years 2018 and 2019.
The company has undergone several changes in its structure and consolidation perimeter. The
company is now confident to be able to report on due time from 30 June 2020.
In addition, the company commits to communicate every quarter, starting Q1 2020, detailed
market updates including high level financials.
With this fiscal year end change, the Company will report one-time, for the period from 1
January 2018 through 30th June 2020 in October 2020. The following fiscal year shall be from
1st July to 30st June.
In order to be able to effect the amendments in the Company's Articles of Association, the
proposal to amend the Articles of Association also includes the grant of authorisation to each
member of the Executive Board as well as each employee of the Company Notary to apply for
the required ministerial certificate of no-objection and to have executed the notarial deed of
amendment to the Articles of Association.
The article of association will be updated by the Company Notary and publicly communicated
and will be available on the website of the Company (www.esperite.com).
8. Proposal to appoint two external auditors in relation to the audit of the annual
accounts ending 30st June 2020 (Voting Item)
In accordance with Article 16(2) of the EU Regulation No 537/2014 regarding the statutory
audit of public-interest entities (the Audit Regulation), the Audit Committee recommended
two audit firms for the audit engagement to the Board of Directors and expressed its preference
for Accon. In accordance with Article 16(5) of the Audit Regulation, the Board of Directors has
decided to follow the Audit Committee’s preference and proposes to appoint Accon as external
auditor in relation to the audit of the annual accounts 2018. As the recommendation by the Audit
Committee has been followed by the Board of Directors, the second paragraph of Article 16(5)
of the Audit Regulation is not relevant. Please also note that the formal selection procedure as
referred to in Article 16(3) of the Audit Regulation does not apply to Esperite, because it
qualifies as a small or medium-sized enterprise and a company with reduced market
capitalization. Accon avm has announced on 21 March 2019 to shift their focus on providing
accounting and advisory to organisations in the public domain and SMEs only. Accon has
converted its PIE licence into a regular licence. Despite the commitment of the auditor Accon
to complete all PIE engagements, Esperite was left with an unaudited annual report. Esperite
has explored all the possible options to deliver its audited annual reports for 2018 and 2019 and
therefore, comply to its regulatory obligations. Due to the current shortage of PIE auditors in
the Netherlands, Esperite has not been able to appoint an auditor.
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