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Agfa: Marc Elsermans Appointed as member of the Board of Management

Tuesday, December 17, 2002

Press release from the issuing company

Mortsel / Belgium - December 16, 2002 -- Agfa-Gevaert announces that its Board of Directors has appointed Marc Elsermans as a member of the Board of Management as from January 1st, 2003. Furthermore, an Extraordinary Meeting of Shareholders will be convened January 13th, 2003 to adapt the bylaws to the changes in the Belgian corporate laws and to renew the authorisation to buy back shares. Marc Elsermans is of Belgian nationality and was born in 1945. He obtained a Master of Science degree at the Catholic University of Louvain in 1968. In 1974 he got his PhD in Engineering at the Catholic University of Louvain. He obtained an Executive M.B.A. at the University of Antwerp (U.F.S.I.A.) in 1981. Marc Elsermans started his career with Agfa in 1974 as head of the Construction department for base and substrate manufacturing. After being Manager of Central Technical Service and Controller of Photochemical Production in Mortsel (Belgium) he managed R&D and Production of Technical Imaging Equipment in Munich (Germany). From 1990 he was responsible for the Medical Equipment. He assumed the position of Corporate Logistics Manager from 1996 to 1999. After the acquisition of Sterling Diagnostics Imaging in 1999, he was in charge of the integration of this business within Agfa. In October 2000 he was appointed General Manager of Graphic Systems, Agfa's largest business group. As of January, 2003, the Board of Management will therefore consist of 6 members: Ludo Verhoeven (CEO), André Bergen (CFAO), Albert Follens (responsible for R&D and production Photochemicals), and the general managers of the three largest business groups: Marc Elsermans (Graphic Systems), John Glass (HealthCare), and Jesper Moeller (Consumer Imaging) . Extraordinary Meeting of Shareholders on January 13th. Furthermore, the Board of Directors decided to call an Extraordinary Meeting of Shareholders on January 13th, 2003. The agenda of this meeting consists of adapting the bylaws of the company to the law of August 2nd 2002, also known as "Corporate Governance law" and to renew the authorisation of the shareholders to buy back shares. Adapting the bylaws to the Law of August 2nd, 2002, also called "Corporate Governance Law". The main novelties of this law are that the existence of a "directiecomité" (Board of Management) and its competencies as well as the creation of specific committees within the Board of Directors (such as the audit or the remuneration committee) are formalised. Also, the criteria according to which a Director can be considered to be independent and the rules with respect to conflicts of interests are defined. Finally, the participation of institutional investors to General Meetings of Shareholders is facilitated by a new procedure, which avoids that shares have to be blocked during a certain period in order to be able to take part to these meetings. Renewal of the authorisation to buy back shares. Finally, the shareholders will be asked to renew the authorisation to proceed to a buy back of shares, which expired on October 24th, 2002. According to Belgian law, this authorisation is limited to a maximum amount of 10 percent of the total of 140 million outstanding shares and to a period of 18 months starting at the date of the General Assembly which decides to authorise this. According to the proposal, the Board of Directors will be able to buy back shares provided that the stock price is between 10 percent above or 20 percent below the average stock price of the 30 days preceding the buy back. The full agenda of the Extraordinary Meeting of Shareholders and the proposed changes to the company bylaws will be published in the Belgian press on December 18th and will also be available on the internet (www.agfa.com). Shareholders wishing to participate or to be represented to the Extraordinary Meeting of Shareholders should deposit their shares between January, 3rd and January 8th, 2003 at the BBL.

 

 

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