12th OpenPeppol General Assembly 16.06.2020 www.peppol.eu Introduction, Legal Background and Logistics Introduction and Legal Background OpenPeppol is a non-profit Association (Association Sans But Lucratif – AISBL) established under Belgian law and based in Brussels. As a response to the Covid-19 outbreak, the Belgian Government published on April 9th, 2020, the Royal Decree no.4, containing certain special provisions that affect the way to hold annual shareholders or member meetings for Belgian companies or associations. More specifically: The statutory General Assembly, which must take place once a year, can be held remotely without any physical presence. Voting shall be done remotely Either by a voting form. or delegated to a proxy, whereby it can be asked to give the proxy to one designated person. The OpenPeppol Managing Committee decided to take advantage of the flexibility options provided by the Royal Decree no.4 in calling for the 12th General Assembly of the Association to be held online, according to the terms and conditions set out in the Invitation and other supporting documentation sent to members in advance of this meeting. 3 The online meeting • Presents the content of the agenda items • Announces the results of the votes held until June 12th, 2020 • Provides the opportunity for questions by Members and the ensuing discussion • Questions can be asked through the chat of the online conferencing tool. They will be read aloud and answered • You can write your questions in the chat during the meeting. 4 1. Participation and Agenda 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 (Vote 3) 2. Approval of the OpenPeppol AISBL Accounts for 2019 (Vote 4) 3. Discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2019 (Vote 5) 6 Agenda Items (2/3) 4. OpenPeppol Operational Plan and Budget for 2020 a. Retrospective of 2019, Objectives and Plans of the Association for 2020 (Secretary General) b. Retrospective of 2019, Objectives and Plans of the Domain Communities for 2020 (Domain Community Leaders) i. Pre-Award Community ii. Post-Award Community iii. eDelivery Community c. Retrospective of 2019, Objectives and Plans of the Stakeholder Communities for 2020 (Stakeholder Community Leaders) i. Peppol Authority Community ii. Service Provider Community iii. End-User Community d. Questions and comments to the 2020 Operational plan and budget e. Approval of the 2020 Operational Plan and Budget (Vote 6) 7 Agenda Items (3/3) 5. Candidacies, elections and position announcements a. Election of Managing Committee members i. Election of Service Providers Representative (Vote 7) ii. Election of Peppol Authorities Representative (Vote 8) b. Announcement to the GA of the new Managing Committee composition c. Appointment of OpenPeppol Treasurer for 2020 (Vote 9) 6. Approval to provide a proxy for the formal filing to Belgian Authorities (Vote 10) AoB – Closing 8 Agenda item 1.a Approval of Agenda – Vote 1 9 Approval of Agenda – Vote 1 Agenda item 1.a: Approval of the proposed agenda as notified to members on May 8th, 2020. Votes (including proxy votes cast): Yes 93 No 0 Abstain 0 Result of Vote 1: The 12th General Assembly approves the proposed agenda as notified to members on May 8th, 2020. 10 Agenda item 1.b Participation and validity of Representation 11 Participation and validity of Representation Members as of June 12th, 2020: • 415 Members in total/ 405 members with the right to vote • The General Assembly can take decision on all items on the agenda, as none requires a quorum according to the OpenPeppol AISBL Statutes. Total Number of Members Registered 121 Members opted to vote directly 101 Members opted to voted through Proxy 15 Observers 5 Valid Invalid Total Total Number of Members Voted 93 3 96 Members Voted Directly 87 2 89 Members Voted through Proxy 6 1 7 All members present and represented will be noted on the attendance log accordingly 12 Agenda item 1.c Appointment of scrutineer and minute taker – Vote 2 13 Appointment of scrutineer and minute taker – Vote 2 Agenda Item 1.c: Appointment Mr. Dimitrios Prentzas (Operations) as scrutineer and Ms. Mairi Hayworth (Operations) as minute taker. Votes (including proxy votes cast): Yes 93 No 0 Abstain 0 Result of Vote 2: The 12th General Assembly approves the appointment of Mr. Dimitrios Prentzas as scrutineer and Ms. Mairi Hayworth as minute taker. 14 Agenda item 1.d Approval of Participation and Voting Procedures – Vote 3 15 Participation and Voting Procedures (1/3) The following terms and conditions have been applied to the 12th OpenPeppol General Assembly: • The 12th General Assembly is being conducted on June 16th, 2020 entirely online, without physical presence. • All Members admitted until June 12th, 2020 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 June 12th, 2020, under the following conditions: Only one person per member organisation can register and take part and must be authorized 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 personalised link to access the online meeting at the scheduled time, together with instructions on how to connect. 16 Participation and Voting Procedures (2/3) The Royal Decree no.4 of 7 April 2020 stipulates two ways of voting in an online General Assembly. Members chose one of the two options when they completed their Registration Form, as follows: Voting Option 1: a. Completing a Voting Form that contained all voting items on the agenda. i. Members who have chosen this option during registration have received a Voting Form by email. ii. The completed forms were sent to [email protected] by the deadline of June 12th, 2020. iii.Joining this meeting is optional and their votes have been taken into account, even without remote attendance. 17 Participation and Voting Procedures (3/3) Voting Option 2: b. Delegating their vote to a proxy. i. Members who have chosen this option during registration received a Proxy Delegation Form by email. ii. The completed forms were sent to [email protected] by the deadline of June 12th, 2020. iii. The Proxy Delegation Form contained directions on how the proxy should vote and the Proxy is obliged to cast the vote as intended by the delegating member. iv.The Proxy holder should be the same for all members. The Managing Committee decided that the Secretary General, André Hoddevik, would act as proxy for members that have chosen this option. v. The Proxy would cast the votes delegated to him during the meeting of June 16th, 2020. 18 Approval of the Participation and Voting Procedures - Vote 3 Agenda Item 1.d: Approval of the Participation and Voting Procedures (Vote 3) as notified to members on May 8th, 2020. Votes (including proxy votes cast): Yes 92 No 0 Abstain 1 Result of Vote 3: The 12th General Assembly approves the Participation and Voting Procedures as notified to members on May 8th, 2020. 19 2. Approval of the OpenPeppol Accounts for 2019 – Vote 4 2019 Budget Approved at GA11 As shown in the background document for Vote 4 21 2019 Year-end Results – for GA12 approval Expected 2018 Income Deferral - 2019 annual position Year-end Result Dec. 31st, 2019 GA11 Budget end Variance € Spent in 2019 end Dec € December € Income 919,259 € 1,004,144 € 84,885 € Detailed Membership Fees 2019 916,705 € 1,002,954 € 86,249 € explanations on Income carried forward 23,218 € 23,218 € 0 € pages 4-8 in Allowance for doubtful Accts. (off-Boarding) -17,320 € -40,226 € -22,906 € the background Unused Income Deferral from 2018 - 18,198 € Reversed back to income in 2019 document for Income Deferral for ongoing projects & 251,782 € 95,740 € Vote 4 events Expenses 896,310 € 233,585 € 884,909 € -11,401 € Domiciliation 2,877 € 2,960 € 83 € Fees/Accounting, Tax, Legal 48,238 € 6,512 € 71,419 € 23,181 € Professional fees - Operations 587,189 € 135,878 € 606,000 € 18,811 € Professional fees- Tools and Consumables 82,129 € 7,900 € 55,052 € -27,077 € Fees & Subscriptions /memberships 1,050 € 1,050 € 0 € Travel Cost 48,274 € 47,677 € -597 € Annual fairs and Exhibitions 70,721 € 31,170 € 91,143 € 20,422 € Marketing expense 54,424 € 52,125 € 9,062 € -45,362 € Bank Charges 1,408 € 546 € -862 € Surplus Carried Over 22,949 € 18,198 € 23,495 € 22 Approval of the OpenPeppol Accounts for 2019 – Vote 4 Agenda Item 2: Approval of the OpenPeppol AISBL Accounts for 2019. Votes (including proxy votes cast): Yes 93 No 0 Abstain 0 Result of Vote 4: The 12th General Assembly approves the OpenPeppol AISBL Accounts for 2019. 23 3. Discharge to the members of Managing Committee – Vote 5 MC Discharge Content Formality required by law in Belgium and most other countries • To be included in every GA from now on, according to the new Company Code of Belgium 25 Discharge to the MC Members - Vote 5 Agenda Item 3: Discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2019. Votes (including proxy votes cast): Yes 89 No 0 Abstain 4 Result of Vote 5: The 12th General Assembly approves the discharge to the Managing Committee Members for the exercise of their mandate during accounting year 2019.