13th OpenPeppol General Assembly 15th June 2021 www.peppol.eu Meeting information – questions and voting • The General Assembly is recorded • All questions must be in writing and they will be read out loud. If time expires with unanswered questions we will provide answers after the General Assembly Raise a question in LUMI APP: 2 Voting in the General Assembly When a voting session is opened for a particular agenda point, you will find the information as displayed here on the left hand side of your screen. You can click on the choice of Yes or No to accept or reject the item. In the case of a competitive election, you can click on the name of your chosen candidate. Vote - Voter When you have made your choice and voted, ‘Vote received’ will appear above the options. You will see in the lower right-hand side of the voting screen, that you can cancel and choose again, if necessary, before the voting period closes. Introduction Legal background Meeting arrangements Introduction and Legal Background • OpenPeppol is a non-profit Association (Association Internationale Sans But Lucratif – AISBL) established under Belgian law and based in Brussels. The Belgian Code of Companies and Associations (BCCA) has been amended by the Act of 20th December 2020, and to limit the negative impact of the COVID 19 crisis, the legislator has decided to modify certain provisions regarding the holding of general meetings of legal entities, including (international) non-for-profit organisations. More specifically: • it is now possible to hold remote general meetings • Electronic means used must • ensure the identification of members participating • allow participants to ask questions and enable them to take part in the debate • Voting shall be done remotely • either in real time during the General Assembly meeting or, • delegated to a proxy, whereby a member can give their proxy to another designated member 6 Meeting arrangements • The online meeting • presents the content of the agenda items • provides real time voting on designated agenda items, including the election of members to open positions in the Association • provides the opportunity for questions by Members and the ensuing discussion • members can write questions in the Q&A facility of the online conferencing tool • questions asked during the meeting through the Q&A facility will be read aloud and answered • if time expires with unanswered questions answers will be provided after the General Assembly 7 1. Agenda and Participation (Votes 1, 2 and 3) Agenda Items (1/3) 1. Participation and agenda a. Approval of agenda (Vote 1) b. Participation and validity of representation c. Appointment of scrutineer and minute taker (Vote 2) d. Approval of the Participation and Voting Procedures and discharge of the Managing Committee and Operating Office members for the execution of those Procedures (Vote 3) 2. Approval of the OpenPeppol AISBL Accounts for 2020 (Vote 4) 3. Discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2020 (Vote 5) 9 Agenda Items (2/3) 4. OpenPeppol Operational Plan and Budget for 2021 a. Retrospective of 2020, Objectives and Plans of the Association for 2021 (Secretary General) b. Retrospective of 2020, Objectives and Plans of the Domain Communities for 2021 (Domain Community Leaders) i. eDelivery Community ii. Post-Award Community iii.Pre-Award Community c. Retrospective of 2020, Objectives and Plans of the Stakeholder Communities for 2021 (Stakeholder Community Leaders) i. Peppol Authority Community ii. Service Provider Community iii.End User Community d. Questions and comments to the 2021 Operational Plan and Budget e. Approval of the 2021 Operational Plan and Budget (Vote 6) 10 Agenda Items (3/3) 5. Candidacies, elections and position announcements a. Election of Secretary General (Vote 7) b. Election of Managing Committee members i. Election of a Peppol Authority Representative (Vote 8) ii. Election of a Service Provider Representative (Vote 9) iii.Election of two End User Representatives (Vote 10) c. Election of Election Committee members i. Election of a Peppol Authority Representative (Vote 11) ii. Election of a Service Provider Representative (Vote 12) iii.Election of an End User Representative (Vote 13) d. Announcement to the GA of the new Managing Committee composition e. Appointment of OpenPeppol Treasurer for 2021 (Vote 14) 6. Approval to provide a proxy for the formal filing to Belgian Authorities (Vote 15) 7. Any Other Business and Closing 11 Agenda item 1.a Vote 1 Approval of Agenda 12 Vote 1 – Approval of Agenda Agenda item 1.a Approval of the proposed agenda as notified to members on 14th May, 2021 Votes (including proxy votes cast) Yes 91 No 0 Result of Vote 1 The 13th General Assembly approves the proposed agenda as notified to members on 14th May, 2021 13 Agenda item 1.b Participation and validity of representation 14 Participation and validity of Representation Members as of 11th June 2021 • A total of 88 Members are present, of which 86 members have the right to vote • The General Assembly can take decisions on all items on the agenda, as no item requires a quorum according to the OpenPeppol AISBL Statutes Total Number of Members Registered 116 Members opted to vote directly 91 Members opted to voted through Proxy 23 Observers 2 • All members present and represented will be noted on the attendance log accordingly 15 Agenda item 1.c Vote 2 Appointment of scrutineer and minute taker 16 Vote 2 – Appointment of scrutineer and minute taker Agenda Item 1.c: Appointment of Mr. Dimitrios Prentzas (Operations) as scrutineer and Ms. Mairi Hayworth (Operations) as minute taker Votes (including proxy votes cast): Yes 97 No 0 Result of Vote 2: The 13th General Assembly approves the appointment of Mr. Dimitrios Prentzas as scrutineer Ms. Mairi Hayworth as minute taker. 17 Agenda item 1.d Vote 3 Approval of the Participation and Voting Procedures and discharge of the Managing Committee and Operating Office members for the execution of those Procedures 18 Participation and Voting Procedures (1/2) The following terms and conditions have been applied to the 13th OpenPeppol General Assembly: • The 13th General Assembly is being conducted on 15th June, 2021 entirely online, without physical presence • All Members admitted until 11th June, 2021 are eligible to participate and vote. Observers can participate but not vote • In order to participate, members were required to send the designated Registration Form, distributed together with the Invitation, to be completed and returned to [email protected], no later than 11th June 2021 under the following conditions: Only one person per member organisation can be authorised to vote on behalf of their organisation No member can participate and vote at the general Assembly without the submission of a Registration Form • Registered participants received a link along with a unique ID and Password to access the online meeting at the scheduled time, together with instructions on how to connect 19 Participation and Voting Procedures (2/2) There are two ways for Members to cast their votes: 1. By voting in real time during the meeting 2. By delegating their voting rights to a proxy – by completing and sending the Proxy Delegation Form by email to [email protected], no later than 11th June, 2021 20 Vote 3 – Approval of the Participation and Voting Procedures and discharge of the Managing Committee and Operating Office Agenda Item 1.d Approval of the Participation and Voting Procedures and discharge of the Managing Committee and Operating Office members for the execution of those Procedures Votes (including proxy votes cast): Yes 99 No 0 Result of Vote 3 The 13th General Assembly approves the Participation and Voting Procedures and discharge of the Managing Committee and Operating Office members for the execution of those Procedures 21 2. Approval of the 2020 OpenPeppol Accounts (Vote 4) 2020 Budget Approved at GA12 The GA 2020 Budget shows the 20% increase in fees forecasted for 2020 and how this uplift in income was allocated to the those expense lines, where increased costs were expected. Detailed explanations on pages 4-8 in the background document for Vote 4 23 2020 Year-end Results – for GA13 approval Membership fee income increased by 20.2% against expected growth of 20.0%. Fee growth was primarily related to new Service Providers and two new Peppol Authorities joining (Greece and Iceland). Detailed explanations on pages 4-8 in the background document for Vote 4 24 Vote 4 – Approval of the 2020 OpenPeppol Accounts Agenda Item 2 Approval of the 2020 OpenPeppol AISBL Accounts Votes (including proxy votes cast): Yes 98 No 0 Result of Vote 4 The 13th General Assembly approves the 2020 OpenPeppol AISBL Accounts 25 3. Discharge to the members of Managing Committee (Vote 5) Managing Committee Discharge A discharge to the members of the Managing Committee is required for the exercise of their mandate. This is a formality required by law in Belgium and most other countries • To be included in every GA, according to the new Belgian Code of Companies and Associations (BCCA) 27 Vote 5 – Discharge to the MC Members Agenda Item 3 Discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2020 Votes (including proxy votes cast): Yes 101 No 0 Result of Vote 5 The 13th General Assembly approves the discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2020 28 4. OpenPeppol Operational Plan and Budget for 2021 Agenda item 4.a OpenPeppol AISBL 2020 Retrospective 2021 Operational Plans Current state of the Association 2021 Budget Secretary General: André Hoddevik 30 Agenda item 4.a.i 2020 Retrospective 31 2020 Retrospective – Growth of the Association In 2020, OpenPeppol experienced continued expansion in several dimensions: • Expansion in new territories.