Ebusco convenes Annual General Meeting and publishes annual report 2023

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Deurne, 26 March 2024 – Ebusco Holding N.V. (Ebusco, Euronext: EBUS), a pioneer and frontrunner in the development of electric buses, charging systems, and energy storage, has published the convocation for the Annual General Meeting of Shareholders (AGM), including the agenda and the accompanying explanatory notes, and the annual report 2023, and the draft deed of amendment of the articles of association of Ebusco, on its website https://investors.ebusco.com/share-information today. The Annual General Meeting of Shareholders will be held on 14 May 2024 at 14:00 CET at Fletcher Kloosterhotel Willibrordhaeghe, Vlierdenseweg 109, 5753 AC Deurne.

During the General Meeting the following items (among others) will be dealth with:

  1. Proposal to appoint Mr. R. Dogge as a member of the Management Board in the role of Chief Operating Officer (COO)

On the day of the Annual General Meeting 2024, Mr. Bob Fleuren’s term of appointment will expire. Mr. Fleuren has informed the Supervisory Board that he is not available for reappointment. He will therefore step down on the day after the Annual General Meeting 2024. The Supervisory Board thanks Bob Fleuren for his very valuable contribution in recent years and wishes him every success for the future.

It is proposed to appoint Mr. Roald Dogge (Dutch nationality, 1970), with effect from 1 June 2024, as a member of the Management Board (Chief Operating Officer (COO)) for a term of four years (i.e., until the end of the Annual General Meeting of Shareholders to be held in 2028). The Nomination Committee had extensive discussions with Mr. Dogge in the context of his qualifications, ambitions and cultural fit with Ebusco. On this basis, the Nomination Committee determined that he fits the profile.

Currently, Mr. Dogge is working as COO at NTS Group. In this role, he has ultimate operational responsibility for 10 production sites in Europe and Asia. Before that, Mr. Dogge held various roles within NTS Group as Senior Vice President in Asia and Director Corporate Accounts. Before joining NTS Group, he spent considerable time in the bus industry in various management roles at Volvo Group and Autobus Factory BOVA.

The Nomination Committee has advised the Supervisory Board to nominate Mr. Dogge for appointment as a member of the Management Board. The Supervisory Board has followed this advice and proposes to the General Meeting of Shareholders to appoint Mr. Dogge as a member of the Management Board. the Supervisory Board intends to appoint him Chief Operating Officer (COO) with effect from 1 June 2024. Mr Dogge does not hold any shares or options in the capital of Ebusco.

  1. Proposal to reappoint Mr. R.H. de Boer as member of the Supervisory Board

The Supervisory Board proposes to reappoint Mr. Roelf de Boer (Dutch nationality, 1949) as a member of the Supervisory Board for a third one-year term. Mr. De Boer was first appointed as a member of Ebusco’s Supervisory Board on 26 October 2021 and was reappointed for a one-year term at last years AGM on 17 May 2023 and is a valued member thanks to his extensive experience in the transport industry. On the occasion of his reappointment last year, Mr. De Boer had indicated he was no longer available for reappointment at the end of that term. At the request of the Supervisory Board, Mr. De Boer reconsidered his availability for reappointment and is available for reappointment once more. Mr. De Boer held various positions in the port and transport industry, including at Royal Nedlloyd Group, as well as various public and semi-public positions, including as Minister of Transport, Public Works and Water Management.

Mr. De Boer has now been a member of the Supervisory Board for over two and a half years and is chairman of the Remuneration Committee and a member of the Audit Committee. His one-year reappointment extends Mr. De Boer’s membership to a total of over three and a half years and strengthens the Supervisory Board’s continuity. In line with the Dutch Corporate Governance Code and the company’s Articles of Association, this means that his new term of appointment will expire at the end of the Annual General Meeting of Shareholders in 2025. Mr. De Boer has indicated that he is not available for reappointment after this term. Mr. De Boer is considered a non-independent member of the Supervisory Board within the meaning of the Corporate Governance Code and he does not hold any shares or options in the capital of Ebusco.

  1. Proposal to reappoint Mr. J. Drost as member of the Supervisory Board

The Supervisory Board proposes to reappoint Mr. Jeroen Drost (Dutch nationality, 1961) as a member of the Supervisory Board for a second four-year term. Mr. Drost was first appointed as a member of Ebusco’s Supervisory Board on 26 October 2021. Mr. Drost has extensive experience as CEO and as a member of the Supervisory Board. Jeroen Drost started his career at ABN AMRO in 1986 and held various positions, including his first CEO role at ABN AMRO Asia. He later held similar positions at commercial bank NIBC and investment company NPM Capital. From 2014, he held various supervisory board positions, including at Fidea, Deli Maatschappij, Dura Vermeer, Vanderlande and Klépierre.

Mr. Drost has been a highly valued member and vice chairman of the Board of Commissioners for over two and a half years now, and he is chair of the Nomination Committee. His reappointment of four years extends Mr. Drost’s membership to a total of over seven and a half years and strengthens the Supervisory Board’s continuity. In line with the Dutch Corporate Governance Code and the company’s Articles of Association, this means that his new term of appointment will expire at the end of the Annual General Meeting of Shareholders in 2028. Mr. Drost is considered a non-independent member of the Supervisory Board within the meaning of the Corporate Governance Code and he does not hold any shares or options in the capital of Ebusco. Mr. Drost is also a supervisory director at Randstad and Signify intends to appoint Mr. Drost as a member of the Supervisory Board in May.

  1. Proposal to reappoint Mrs. C. Gorter as member of the Supervisory Board

The Supervisory Board proposes to reappoint Mrs Gorter (Dutch nationality, 1963) as a member of the Supervisory Board for a second four-year term. Mrs Gorter was first appointed as a member of Ebusco’s Supervisory Board on 26 October 2021. Mrs Gorter started her career at a legal predecessor of accounting firm EY Netherlands. She subsequently held various management positions at Rabobank and ABN AMRO. Mrs Gorter is also a supervisory director at TVM Verzekeringen, Basic Fit, TKH Holding, and DAS Holding, as well as a member of the Supervisory Board of De Nederlandse Transplantatie Stichting.

Mrs Gorter has now been a highly valued member of the Supervisory Board and Chairman of the Audit Committee for over two and a half years. This four-year reappointment extends Mrs Gorter’s membership to a total of over seven and a half years and strengthens the Supervisory Board’s continuity. In line with the Dutch Corporate Governance Code and the company’s Articles of Association, this means that her new term of appointment will expire at the end of the Annual General Meeting of Shareholders in 2028. Mrs Gorter is considered an independent member of the Supervisory Board within the meaning of the Corporate Governance Code and in that context holds no shares or options in the capital of Ebusco.