Materialise to Hold Extraordinary Shareholders’ Meeting on November 14, 2025

Rhea-AI Summary

Materialise (NASDAQ:MTLS) will hold an Extraordinary Shareholders’ Meeting on Friday, November 14, 2025 at 17:00 CET at its registered office in Leuven and digitally executed by a notary in Ghent.

Agenda items include proposals for share capital movements, a potential buyback program and a new board authorization for buybacks, amendments to the articles of association including the introduction of double voting rights, approval of the remuneration policy, mandating the statutory auditor for sustainability assurance, and confirmation of board composition and director qualifications.

Decisions are partly subject to conditions tied to completion of the listing and other transactions. Documents and convening notices are available on Materialise's website.

Positive

• Board seeks a new authorization for buybacks
• Proposal to amend articles to permit double voting rights
• Meeting to mandate statutory auditor for sustainability assurance
• Shareholders can attend electronically and vote by proxy or voting form

Negative

• Certain proposed decisions are subject to a condition precedent tied to completion of the listing or other transactions
• Proposed amendments to articles of association may materially change shareholder governance terms

Insights

Corporate governance analyst

Extraordinary meeting seeks shareholder approval for capital moves, governance changes and board confirmation on November 14, 2025.

Materialise proposes amendments to its articles, including potential double voting rights, board authorizations for a buyback program, and updates to the remuneration policy; these are formal corporate actions that change control mechanics and shareholder rights.

Key dependencies include conditions tied to the completion of a listing and other transactions; those conditions determine when certain proposals become effective and therefore shape near-term impact.

Watch for the meeting outcome on November 14, 2025, specific wording of the double-vote provisions, the scope and cap of any buyback authorization, and the board confirmations; these items will clarify governance and capital-return intent within weeks after the vote.

Capital markets strategist

The agenda targets capital structure flexibility and governance tweaks, with outcomes that materially affect shareholder mechanics.

The proposals cover share capital movements, a new buyback authorization, and a revised articles text; such measures can alter share count, voting power distribution, and corporate decision-making processes.

Risks hinge on conditionality: several decisions only take effect upon completion of a listing or other described transactions, so timing and execution of those antecedent events will determine near-term market relevance.

Monitor the precise buyback authorization limits, any introduction rules for double voting rights, and the board independence confirmations immediately after the November 14, 2025 meeting to assess practical effects on control and capital allocation.

LEUVEN, Belgium, Oct. 30, 2025 (GLOBE NEWSWIRE) -- Materialise NV (NASDAQ:MTLS), a leading provider of additive manufacturing software and sophisticated 3D printing solutions, today announced that it will host an Extraordinary Shareholders’ Meeting on Friday, November 14, 2025, at 17:00 CET.

The Extraordinary Shareholders’ Meeting will take place on November 14, 2025 at 17:00 CET at the registered office of the Company (Technologielaan 15, 3001 Leuven).  The deed will be digitally executed by notary Stijn Raes, with office at Kortrijksesteenweg 1147, 9051 Ghent. The Extraordinary Shareholders’ Meeting is convened to, among other things, discuss and decide on proposals to proceed with certain share capital movements (and related amendments to the articles of association) with a view to the potential buyback program, to grant the board of directors a new authorization for buybacks (and a related amendment to the articles of association), to make certain other amendments to the articles of association (including the introduction of double voting rights for certain shares) and adopt a new text of the articles of association, to approve the remuneration policy, to mandate the statutory auditor with the assurance of sustainability information, and to confirm the composition of the board of directors and the qualification of each director as independent, non-executive and/or executive. Certain of the proposed decisions are subject to condition precedent of and/or effective from the completion of the listing and/or the completion of transactions described in other proposed decisions. The Company will offer the possibility to attend the Extraordinary Shareholders’ Meeting electronically and will make it possible to vote by proxy (for holders of registered shares) or by voting form (for holders of ADSs). It is recommended that security holders who wish to exercise their right to ask questions in relation to the agenda items of the Extraordinary Shareholders’ Meeting do so in writing.

The convening notices and other documents pertaining to the Extraordinary Shareholders’ Meeting  are available on Materialise's website at General Meetings | Materialise NV

Kristof Sehmke
Materialise
+32477702260
kristof.sehmke@materialise.be

FAQ

When and where will Materialise (MTLS) hold the Extraordinary Shareholders’ Meeting?

The meeting is scheduled for November 14, 2025 at 17:00 CET at the company's registered office in Leuven and will be digitally executed by a notary in Ghent.

What key proposals will MTLS shareholders vote on at the November 14, 2025 meeting?

Shareholders will vote on share capital movements, a potential buyback program and new buyback authorization, amendments introducing double voting rights, the remuneration policy, sustainability assurance engagement, and board confirmations.

How can MTLS registered shareholders and ADS holders vote at the Extraordinary Shareholders’ Meeting?

Registered shareholders may vote by proxy and ADS holders may vote via a voting form; electronic attendance will be available.

Are any MTLS meeting decisions conditional on other events or transactions?

Yes. The announcement states that certain proposed decisions are subject to a condition precedent and/or effective from completion of the listing and/or other transactions.

Where can investors find the convening notices and meeting documents for MTLS?

Convening notices and related documents are available on Materialise's website under General Meetings.