Shop Apotheke Europe – AGM 30 April 2020
In general, Shop Apotheke Europe ("Shop Apotheke") is in compliance with the Dutch regulations relating to organisation and procedures of the Annual General Meeting.Under ITEM 3a an advisory vote on the Company's executive remuneration report is requested. ECGS has various concerns over the Company's executive compensation and therefore recommends to vote OPPOSE.
Under ITEM 7 approval is sought for the Company's (executive) remuneration policy. Since ECGS does NOT approve of LT incentive schemes that do not operate one or more challenging performance conditions it recommends to vote OPPOSE.
Under ITEMS 8a and 9e approval is sought for a stock option plan. ECGS does NOT approve of LT incentive schemes that do not operate one or more challenging performance conditions. Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 8b approval is sought to grant 30,000 stock options to the Company's new CFO Mr. Jasper Eenhorst. With reference to comments made under ITEM 8a above, ECGS recommends to vote OPPOSE.
Under ITEMS 9c and 9d the executive board, subject to the approval of the supervisory board, seeks authorisation to be the designated body entitled to issue shares and/or grant of rights to subscribe for shares. The authority will remain in effect for a period of 5 years (i.e. until April 29, 2025) and shareholders'pre-emptive rights may be waived. In aggregate, the authorisation requested is limited to 20% of the Company's share capital, which exceeds ECGS'guidelines. Accordingly, ECGS recommends to vote OPPOSE.
Finally, under ITEM 10, authorisation is sought to repurchase own shares. Although the authority requested would meet its guidelines, ECGS considers that it is currently not the right moment to proceed to a new share buyback programme in view of the recent events relating to Covid-19. Accordingly, ECGS recommends to vote OPPOSE.
Shop Apotheke Europe NV is a company based in the Netherlands that retails pharmaceutical products online. The Company focuses on non-prescription medication (OTC), as well as on pharmacy-related beauty and personal care (BPC) products. The Company is active in Belgium, Spain, Italy, France, Austria, the Netherlands and Germany.
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