Agfa-Gevaert’s Extraordinary General Meeting

Agfa-Gevaert convened a second Extraordinary General Meeting today with the same agenda, as the required quorum was not met on the meeting of April 26, 2005.

• Renewal of the authorisation to buy back shares approved
• Reduction of the maximum term for director’s mandates approved

Shareholders present or represented at the meeting could make valid resolutions on the proposed modifications of the articles of association (bylaws), regardless of the number of shares present or represented. All points were approved, except for the decision to implement an age limit for appointment as director of the company.

Renewal of the authorisation to buy back shares

According to Belgian law, this authorisation is limited to a maximum amount of 10 percent of the total outstanding shares and to a period of 18 months starting at the date of the General Meeting which decides to authorise this. According to the approved proposal, the Board of Directors is 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.

Modification of the bylaws on directors’ mandates

The General Meeting has decided to reduce the maximum term of appointment for directors from 6 years to 3 years. The implementation of an age limit of 70 years for appointment as director of the company was rejected.

In addition, a number of minor modifications to different articles which bring the company’s bylaws in line with the Belgian Code on Corporate Governance, were adopted.