MATERIALISE NV RESULTS OF ANNUAL GENERAL SHAREHOLDERS' MEETING OF 16 JUNE 2026
LEUVEN, Belgium, June 17, 2026 (GLOBE NEWSWIRE) -- Regulated information[1]
Materialise NV (Euronext: MTLS) (NASDAQ:MTLS) ("Materialise") (the "Company") hereby announces the results of the votes cast at its annual general shareholders' meeting held on Tuesday, June 16, 2026, at 10.00am (CET) (the "General Meeting").
The shareholders who timely complied with the legal and statutory formalities represented 71,207,268 voting rights (corresponding to an attendance rate of 76% out of a total of 92,507,910 voting rights, taking into account the double voting rights attached to the loyalty shares in accordance with the Company's articles of association, and excluding the voting rights attached to treasury shares held by the Company). The total number of voting rights takes into account the voting instructions of the American Depositary Shares (ADS) holders as aggregated by BNY.
All resolutions that required voting were approved.
RESULTS OF THE RESOLUTIONS
- Receipt and discussion of the annual reports, including the corporate governance statement and sustainability reporting (CSRD), of the board of directors on the statutory annual accounts of Materialise NV and the consolidated annual accounts of the Materialise group for the financial year ended 31 December 2025, as well as the auditor reports on the company and consolidated financial statements
NO VOTING
- Receipt of the consolidated annual accounts of the Materialise group for the financial year ended 31 December 2025
NO VOTING
- Approval of the statutory annual accounts of Materialise NV
The General Meeting approves the statutory annual accounts of Materialise NV for the financial year ended 31 December 2025.
VOTING
For: 71,158,899
Against: 8,862
Abstain: 37,571
- Appropriation of results
The General Meeting resolves to carry forward the profit available for appropriation for the financial year 2025 for an amount of EUR 11,232,308.80, combined with the profit carried forward from prior financial years for an amount of EUR 3.653.734,77. The amount held above the required statutory reserves shall be withdrawn from the statutory reserves and likewise carried forward.
VOTING
For: 71,194,840
Against: 11,228
Abstain: 1,306
- Acknowledgment and approval of the remuneration report
The General Meeting resolves to approve the remuneration report, as included in the annual reports of the board of directors, for the financial year ended 31 December 2025.
VOTING
For: 67,539,192
Against: 3,659,987
Abstain: 8,122
- Discharge of directors
The General Meeting resolves to grant discharge to the directors (and, where applicable, their permanent representatives) for the performance of their mandate during the financial year ended 31 December 2025.
VOTING
- Wilfried Vancraen:
For: 71,148,577
Against: 11,591
Abstain: 47,100
- Peter Leys:
For: 71,148,657
Against: 14,867
Abstain: 43,851
- Hilde Ingelaere:
For: 71,148,628
Against: 14,874
Abstain: 43,800
- Sander Vancraen:
For: 71,148,698
Against: 14,880
Abstain: 43,789
- Jozef Vander Sloten:
For: 71,150,174
Against: 13,422
Abstain: 43,778
- A TRE C BV, permanently represented by Johan De Lille:
For: 71,150,171
Against: 13,843
Abstain: 43,353
- Jürgen Ingels:
For: 71,156,583
Against: 13,431
Abstain: 37,353
- Marleen Mannekens:
For: 71,156,580
Against: 13,423
Abstain: 37,364
- Godelieve Verplancke:
For: 71,156,563
Against: 13,458
Abstain: 37,353
- Bart Luyten:
For: 71,156,421
Against: 13,472
Abstain: 37,375
- Volker Hammes:
For: 71,149,538
Against: 13,932
Abstain: 43,353
- Discharge of the statutory auditor
The General Meeting resolves to grant discharge to the statutory auditor, being KPMG Bedrijfsrevisoren BV, with enterprise number 0419.122.548 and registered office at Brussels National Airport 1K, 1930 Zaventem, represented by Tim Vermeiren, for the performance of its mandate during the financial year ended 31 December 2025.
VOTING
For: 71,132,055
Against: 31,737
Abstain: 43,575
- Reappointment of the statutory auditor for the financial years 2026, 2027 and 2028 and remuneration
On the proposal of the audit committee, the General Meeting appoints KPMG Bedrijfsrevisoren BV/SRL (B00001), with registered office at Brussels National Airport 1K, 1930 Zaventem, as statutory auditor for a term of three years, for the audit of the statutory and consolidated annual accounts of the Company and, for as long as legally required, to provide the assurance opinion relating to the sustainability reporting as set out in article 3:58, §6 of the Belgian Code of Companies and Associations (the "BCCA") for the financial years ended 31 December 2026–2027–2028. The mandate will expire following the general meeting convened to deliberate on the annual accounts for the financial year ending 31 December 2028. KPMG Bedrijfsrevisoren BV/SRL has designated Mr Tim Vermeiren (IBR No. A02567), certified auditor, as its permanent representative. The General Meeting resolves that the annual remuneration of KPMG Bedrijfsrevisoren BV for its mandate as statutory auditor of the Company shall amount to a maximum of EUR 974.208 (excluding expenses and VAT, where applicable) on an annual basis and subject to indexation.
VOTING
For: 71,190,489
Against: 8,650
Abstain: 8,203
- Re-appointment of directors
- Directors nominated by the family shareholders
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr Wilfried Vancraen as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 70,914,140
Against: 291,055
Abstain: 2,145
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr Peter Leys as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 69,820,910
Against: 1,384,272
Abstain: 2,168
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Ms Hilde Ingelaere as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 71,112,735
Against: 92,357
Abstain: 2,158
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr Sander Vancraen as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 71,114,291
Against: 90,912
Abstain: 2,147
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of A TRE C BV, with Mr Johan De Lille as permanent representative, as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 67,318,527
Against: 3,886,697
Abstain: 2,126
On the proposal of the family shareholders, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to renew the mandate of Mr Jürgen Ingels as director for a period of one year expiring after the general meeting to be convened to approve the annual accounts for the financial year 2026.
VOTING
For: 67,271,369
Against: 3,933,834
Abstain: 2,147
- Independent directors
On the proposal of the board of directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to (a) renew the mandate of Ms Marleen Mannekens as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm her mandate in her capacity as independent member of the board of directors on the grounds that (i) Ms. Marleen Mannekens meets, and has declared that she meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Ms. Marleen Mannekens has expressly declared that she does not maintain any relationship with the Company or any significant shareholder that could compromise her independence, and (iii) the board of directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Ms. Marleen Mannekens within the meaning of article 7:87 of the BCCA.
VOTING
For: 71,165,422
Against: 29,755
Abstain: 12,166
On the proposal of the board of directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to (a) renew the mandate of Ms Godelieve Verplancke as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm her mandate in her capacity as independent member of the board of directors on the grounds that (i) Ms Godelieve Verplancke meets, and has declared that she meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Ms Godelieve Verplancke has expressly declared that she does not maintain any relationship with the Company or any significant shareholder that could compromise her independence, and (iii) the board of directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Ms Godelieve Verplancke within the meaning of article 7:87 of the BCCA.
VOTING
For: 70,043,653
Against: 1,145,582
Abstain: 18,115
On the proposal of the board of directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to (a) renew the mandate of Mr Bart Luyten as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm his mandate in his capacity as independent member of the board of directors on the grounds that (i) Mr Bart Luyten meets, and has declared that he meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Mr Bart Luyten has expressly declared that he does not maintain any relationship with the Company or any significant shareholder that could compromise his independence, and (iii) the board of directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Mr Bart Luyten within the meaning of article 7:87 of the BCCA.
VOTING
For: 70,059,396
Against: 1,145,725
Abstain: 2,156
On the proposal of the board of directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to (a) renew the mandate of Mr Volker Hammes as independent director for a period of one year ending after the general meeting to be convened to approve the annual accounts for the financial year 2026, and (b) confirm his mandate in his capacity as independent member of the board of directors on the grounds that (i) Mr Volker Hammes meets, and has declared that he meets, the independence criteria set out in article 7:87 of the BCCA and provision 3.5 of the 2020 Belgian Corporate Governance Code, (ii) Mr Volker Hammes has expressly declared that he does not maintain any relationship with the Company or any significant shareholder that could compromise his independence, and (iii) the board of directors has expressly declared that it has no indication of any element that could cast doubt on the independence of Mr Volker Hammes within the meaning of article 7:87 of the BCCA.
VOTING
For: 71,153,413
Against: 51,785
Abstain: 2,145
- Approval of remuneration of directors
On the proposal of the board of directors, in accordance with the recommendation and advice of the Remuneration and Nomination Committee, the General Meeting resolves to approve the following remuneration, with effect as from 1 January 2026:
- All directorships shall be remunerated with a fixed fee of EUR 2,900 per quarter.
- Directors who are members of the Audit Committee shall receive an additional remuneration of EUR 1,450 per attended meeting. The chairman of the Audit Committee shall receive an additional quarterly amount of EUR 2,170.
- Directors who are members of the Remuneration and Nomination Committee shall receive an additional remuneration of EUR 1,450 per attended meeting. The chairman of the Remuneration and Nomination Committee shall receive an additional quarterly amount of EUR 720.
VOTING
For: 71,186,033
Against: 12,858
Abstain: 8,503
- Powers
The General Meeting resolves to grant of powers of attorney to Felix Theus, Emma Heijmans and Maja Frederix, each with authority to act alone and with right of substitution and without prejudice to any other authorisations applicable, for any filing and publication formalities required in connection with the foregoing resolutions.
VOTING
For: 71,184,878
Against: 13,862
Abstain: 8,587
All documents pertaining to the General Meeting, including the annual report, are available on Materialise's website at https://investors.materialise.com/shareholder-information/general-meetings.
About Materialise
Materialise NV incorporates more than three decades of 3D printing experience into a range of software solutions and 3D printing services that empower sustainable 3D printing applications. Our open, secure, and innovative end-to-end solutions enable flexible industrial manufacturing and mass personalization in various industries — including healthcare, automotive, aerospace, eyewear, art and design, wearables, and consumer goods. Headquartered in Belgium and with branches worldwide, Materialise NV combines the largest group of software developers in the industry with one of the world's largest and most complete 3D printing facilities. For additional information, please visit: www.materialise.com.
[1] The enclosed information constitutes regulated information as defined in the Belgian Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.
Annual General Meeting Materialise agm@materialise.be