CORRECTING and REPLACING: Eurofins Publishes the Agenda for Its Upcoming Annual General Meeting and Extraordinary General Meeting of Shareholders While Reaffirming Its Commitment to a Sustainably Strong Balance Sheet

LUXEMBOURG--(BUSINESS WIRE)--Regulatory News:

This replaces the announcement made at 12:45 p.m. ET on March 24, 2025. The links have been updated.

Eurofins Publishes the Agenda for Its Upcoming Annual General Meeting and Extraordinary General Meeting of Shareholders While Reaffirming Its Commitment to a Sustainably Strong Balance Sheet

Eurofins (Paris:ERF):

Eurofins Scientific SE (the “Company”) (EUFI.PA) announces the publication of the agenda for its upcoming Annual General Meeting (AGM) and Extraordinary General Meeting (EGM) of shareholders to be held in Luxembourg on 24 April 2025. Documents related to the AGM and EGM are available on the Investors section of the Eurofins website under the tab “AGM 2025” accessible here. Two notable items on the agenda are outlined below.

Agenda item 13: Appointment of Mr Gavin Hill as new independent non-executive director for an initial term of one year

Following through on its intention to add one director with appropriate experience and seniority, to increase the proportion of independent, non-executive directors and to broaden representation in its board committees, Eurofins’ Board of Directors will propose to the AGM the appointment of Mr Gavin Hill to Eurofins’ Board of Directors. Should he be appointed, it is foreseen that Mr Hill will join the Audit and Risk Committee and the Nomination and Remuneration Committee.

Mr Hill is an experienced international executive with extensive experience in sectors including industrials, healthcare and pharma, life sciences, agribusiness and consultancy. Most recently, he was an Executive Director of Oxford Instruments plc, a leading provider of high technology products and services for research and industry, serving as Chief Financial Officer from May 2016 to March 2025. His previous experiences include a variety of senior finance roles including corporate finance, treasury, risk management and regional leadership at multinational companies including Synergy Health plc, Serco Group plc, Syngenta AG and AstraZeneca plc.

Mr Hill’s short biography is available on the webpage mentioned at the top of this press release under this link.

Agenda item 18: Consultative non-binding vote on the opportunity for the Company to purchase certain properties or real estate companies currently owned, directly or indirectly, by Analytical Bioventures SCA, and leased to the Company and its subsidiaries as part of related party transactions

The aim of this resolution is to evaluate the preference of Eurofins’ current non-controlling shareholders regarding the opportunity for Eurofins to acquire 23 sites and campuses with a total net floor area of 110,700 square meters for a total market value of ca. €190 million with an estimated reconstruction cost of €450m. These facilities are currently owned, directly or indirectly, by the related party Analytical Bioventures SCA and leased to direct and indirect subsidiaries of the Company. The rental of these sites created an IFRS 16 debt of ca. €60m in Eurofins’ FY 2024 consolidated accounts, so the additional net debt impact for Eurofins upon purchase at those terms would be about €130m, or less than 0.1x on its financial leverage ratio (net debt to adjusted pro-forma EBITDA). To minimise impact on the financial leverage of the Company, the purchase of these 23 sites and campuses, should they be carried out, would be conducted over the course of the coming two to four years in one or more tranches.

In addition to the properties considered in the resolution, Eurofins’ Board of Directors believes that it is in the long-term interest of the Company and its shareholders to prioritise, in any case and possibly as soon as in 2025, the acquisition of 7 sites and campuses with a total net floor area of 126,400 square meters for a total market value of ca. €253m with an estimated reconstruction cost of €550m. These facilities are also currently owned, directly or indirectly, by the related party Analytical Bioventures SCA and leased to direct and indirect subsidiaries of the Company. The rental of these sites created an IFRS 16 debt of ca. €91m in Eurofins’ FY 2024 consolidated accounts, so the additional net debt impact for Eurofins, upon purchase at those terms, would be about €162m or ca. 0.1x on its leverage ratio.

A special report issued by the Board of Directors regarding the purchase of the aforementioned properties by Eurofins is available on the webpage mentioned at the top of this press release under this link.

The Board of Directors reminds the Company’s shareholders that, for many years, it has been part of Eurofins’ industrial policy to own sites and campuses of strategic interest for Eurofins companies, in order to secure a long-term presence on sites where significant fit-for-purpose leasehold improvements have been made, to accommodate for future expansion, commensurate with business needs, without having to move and in order to not be dependent on or affected by any constraints imposed by external landlords on such properties.

Upon the completion of the process of purchasing sites and campuses from the related party Analytical Bioventures SCA and once ongoing leases on remaining sites that are not purchased conclude, all currently active and material related party real estate transactions will be terminated.

In the context of the Company’s capital allocation priorities that include capital expenditures, acquisitions and share repurchases, Eurofins remains firmly committed to respecting its target financial leverage range of 1.5-2.5x in the mid-term and to gradually bring it down towards the lower end of the range by FY 2027. To this end, Eurofins intends to take appropriate action to sustain the strength of its balance sheet, in particular the continued improvement of its profitability, disciplined management of cash conversion, the controlled timing and quantum of reasonably priced acquisitions and of other real estate investments and, if needed, appropriate and in line with its return objectives, more actively consider potential divestments of non-core ancillary businesses.

Notes to Editors:

For more information, please visit www.eurofins.com.

About Eurofins – the global leader in bio-analysis

Eurofins is Testing for Life. The Eurofins Scientific SE network of independent companies believes that it is a global leader in food, environment, pharmaceutical and cosmetic product testing and in discovery pharmacology, forensics, advanced material sciences and agroscience contract research services. It is also one of the market leaders in certain testing and laboratory services for genomics, and in the support of clinical studies, as well as in biopharma contract development and manufacturing. It also has a rapidly developing presence in highly specialised and molecular clinical diagnostic testing and in-vitro diagnostic products.

With ca. 63,000 staff across a decentralised and entrepreneurial network of more than 950 laboratories in over 1,000 companies in 60 countries, Eurofins offers a portfolio of over 200,000 analytical methods to evaluate the safety, identity, composition, authenticity, origin, traceability and purity of a wide range of products, as well as providing innovative clinical diagnostic testing services and in-vitro diagnostic products.

Eurofins companies’ broad range of services are important for the health and safety of people and our planet. The ongoing investment to become fully digital and maintain the best network of state-of-the-art laboratories and equipment supports our objective to provide our customers with high-quality services, innovative solutions and accurate results in the best possible turnaround time (TAT). Eurofins companies are well positioned to support clients’ increasingly stringent quality and safety standards and the increasing demands of regulatory authorities as well as the evolving requirements of healthcare practitioners around the world.

The Eurofins network has grown very strongly since its inception and its strategy is to continue expanding its technology portfolio and its geographic reach. Through R&D and acquisitions, its companies draw on the latest developments in the field of biotechnology and analytical chemistry to offer their clients unique analytical solutions.

Shares in Eurofins Scientific SE are listed on the Euronext Paris Stock Exchange (ISIN FR0014000MR3, Reuters EUFI.PA, Bloomberg ERF FP).

Until it has been lawfully made public widely by Eurofins Scientific SE through approved distribution channels, this document contains inside information for the purpose of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as amended.

Important disclaimer:

This press release contains forward-looking statements and estimates that involve risks and uncertainties. The forward-looking statements and estimates contained herein represent the judgment of Eurofins Scientific SE’s management as of the date of this release. These forward-looking statements are not guarantees for future performance, and the forward-looking events discussed in this release may not occur. Eurofins Scientific SE disclaims any intent or obligation to update any of these forward-looking statements and estimates. All statements and estimates are made based on the information available to the Company’s management as of the date of publication, but no guarantees can be made as to their completeness or validity.