Ondernemingsnr : 0403 992 231
Naam
(voluit) : ATLAS COPCO AIRPOWER
(verkort) :
Rechtsvorm : Naamloze Vennootschap
Volledig adres v.d. zetel : Boomsesteenweg 957, 2610 Wilrijk
Onderwerp akte : ONTSLAG EN BENOEMINGEN / RECAPITULATIE DER MACHTEN
ENGELSE VERTALING VAN DE NOTULEN VAN DE VERGADERING VAN DE RAAD VAN
BESTUUR VAN 28 APRIL 2025:
A MEETING OF THE BOARD WAS HELD BY VIDEOCONFERENCE ON APRIL 28th, 2025:
THE BOARD OF DIRECTORS HAS UNANIMOUSLY TAKEN THE FOLLOWING DECISIONS:
A.Appointments and dismissals
As from January 1st, 2025, Mr. Philippe Ernens has been appointed Chairman of the Board of Directors
replacing Mr. Peter Kinnart. The latter will remain director.
As from January 1st, 2025, a new division named Air and Gas Applications has been created.
As from January 1st, 2025, Mr. Joeri Ooms, residing at Dries 11, 9255 Opdorp, is appointed as president of the'
Air and Gas Applications division. In this capacity, he will have the same powers of daily management as
those granted to the other executive general managers and presidents; the daily management and the authority
to represent and bind the company for daily management in the sense of article 7:121 of the Code of
Companies and Associations acting together with one of the executive general managers or presidents or acting
together with a Board member.
As from January 1st, 2025, Mr. Kris Leunckens is appointed as vice-president Marketing Gas Generation and
Purification of the Air and Gas Applications division and is granted the following special powers: signing
powers for all documents concerning sales contracts and marketing activities concerning current products and
services regarding the realization of the commercial purposes of our company; acting together with the
president of the Air and Gas Applications division or with a director or with the controller of the Air and Gas
Applications division. The special powers previously granted to Mr. Kris Leunckens for the Industrial Air
division are revoked as from January Ist, 2025.
As from January 1st, 2025, Mrs. Mercedes Hernandez is appointed as vice-president Marketing High Pressure
Air and Gases of the Air and Gas Applications division and is granted the following special powers: signing
powers for all documents concerning sales contracts and marketing activities concerning current products and
services regarding the realization of the commercial purposes of our company; acting together with the
president of the Air and Gas Applications division or with a director or with the controller of the Air and Gas
Applications division. The special powers previously granted to Mrs. Mercedes Hernandez for the Oil Free Air
division are revoked as from January 1st, 2025.
As from January 1st, 2025, Mr. Stan Laeremans is appointed as vice-president Marketing Low Pressure of the
Air and Gas Applications division and is granted the following special powers: signing powers for all
documents concerning sales contracts and marketing activities concerning current products and services
regarding the realization of the commercial purposes of our company; acting together with the president of the ;
Air and Gas Applications division or with a director or with the controller of the Air and Gas Applications
. division. The special powers previously granted to Mr. Stan Laeremans for the Oil Free Air division are
revoked as from January 1st, 2025.
As from February 1st, 2025, Mr. Dries Godaert is granted special powers with regard to Customs formalities:
to represent the company with regard to the Customs and sign documents relating to Custom affairs. The
special powers granted to Mr. Kasper de Bock are revoked as of February 1st, 2025.
As from March 10th, 2025, Mrs. Katrien Wyckmans is appointed as vice-president Business Control of the Air
and Gas Applications division and is granted the following special powers: signing powers for the daily
operations including those of financial nature within the Air and Gas Applications division, acting together
with the (vice-) presidents of the Air and Gas Applications division or with a Board member.
As from April 1st, 2025, Mr. Bert Derom, residing at Sint-Pauluslaan 30A, 3080 Vossem, is appointed as
president of the Industrial Air division. In this capacity, he will have the same powers of daily management as
those granted to the other executive general managers and presidents; the daily management and the authority
to represent and bind the company for daily management in the sense of article 7:121 of the Code of
Companies and Associations acting together with one of the executive general managers or presidents or acting
together with a Board member. Mr. Joeri Ooms has resigned from the function of president of the Oil-Free Air
division on April 1st, 2025.
As from May 1st, 2025, Mr. Hendrik Timmermans, residing at Desire van Hoomissenstraat 27, 2880 Bornem,
is appointed as president of the Portable Air division. In this capacity, he will have the same powers of daily
management as those granted to the other executive general managers and presidents; the daily management
and the authority to represent and bind the company for daily management in the sense of article 7:121 of the
Code of Companies and Associations acting together with one of the executive general managers or presidents
or acting together with a Board member. Mr. Bert Derom will resign from the function of president of the
Portable Air division on May 1st, 2025.
As from May 1st, 2025, Mr. Marcin Kasprzyk is appointed as vice-president Business Control of the Portable
Air division and is granted the following special powers: signing powers for the daily operations including
those of financial nature within the Portable Air division, acting together with the (vice-) presidents of the
Portable Air division or with a Board member. Mr. Tim Liang will resign from the function of vice-president
Business Control of the Portable Air division on May 1st, 2025.
As from May 1st, 2025, Mr. Viktor Vriens is appointed as vice-president Engineering of the Air and Gas
Applications division and is granted the following special powers: powers to verify and confirm that the
products developed by the Air and Gas Applications division comply with the applicable legislation and
standards and for that purpose signing powers are granted for all acts, documents, minutes and or registers.
As from May 1st, 2025, the special powers with regard to Customs formalities granted to Mr. Eddy Rochtus
are revoked.
Special powers with the right of subrogation, are granted to HLB Sefico BV, 1170 Watermaal-Bosvoorde,
Terhulpsesteenweg 166, Glaverbel Building, with offices at 2600 Antwerpen (district Berchem),
Berchemstadionstraat 76 bus 9, represented by Mr. Marc Dierckx, chartered fiscal accountant, to represent the
company in her relations with the court office of the Enterprise Court of Antwerp to sign all forms needed for
the publication of the current as well as the future decisions of the Board of Directors or of the General
Meeting of Shareholders in the Belgian Official Gazette.
Special powers are granted to HLB Sefico BV, 1170 Watermaal-Bosvoorde, Terhulpsesteenweg 166,
Glaverbel Building, with offices at 2600 Antwerpen (district Berchem), Berchemstadionstraat 76 bus 9,
represented by Mr. Marc Dierckx, with the right of subrogation, to represent the company in relations to the
Federal Public Service of Finance, in particular regarding the preparation and the introduction of the corporate
income tax declarations and VAT.
The Board of directors also mandates him to sign all documents, to introduce and to settle all notices of
objection, to discuss and resolve all tax matters and to get access to all documents regarding the tax file, this in
the most exhaustive way, promising ratification of the acts of the representative.
Coordination of actual powers	. B.
The Board of Directors decides and confirms the below mentioned coordination of all the actual powers to
represent and bind the company for daily management and the special powers. The aforesaid decisions are
already included in this coordination.
- Without prejudice to the general representative powers of the Board of Directors as a whole, the company is
validly represented in Court and for all extra-judicial purposes by two directors acting jointly. The five actual
Board members are: Mr. Philippe Ernens, chairman of the board of directors and Managing Director
(President); Mr. Andrew Walker, Managing Director (President); Mr. Peter Kinnart, director, Mr. Alex
Christiaan Jan Bongaerts, director and Mr. Wouter Ceulemans, director.
- The daily management and the authority to represent and bind the company for daily management in the
sense of article 7:121 of the Company and Association Code is executed by the executive general managers
and the (vice-) presidents mentioned below; acting together or by one of them acting together with a Board
member: Mr. Philippe Ernens, executive general manager of the Compressor Technique Business area; Mr.
Bert Derom, president of the Industrial Air division; Mr. Ben Van Hove, president of the Oil-Free Air division;
Mr. Wouter Ceulemans, director and president of the Airtec division; Mrs. Melody Miller, president of the
Medical Gas Solutions division; Mr. Andrew Walker, executive general manager of the Power Technique
Business Area and ; Mr. Dirk Beyts, president of the Compressor Technique Service division: Mr. Alex
Christiaan Jan Bongaerts, president finance and administration; Stefaan Vertriest, president of the Power
Technique Service division; Mr. Bert Derom (until April 30, 2025) and Mr. Hendrik Timmermans (as of May
1st, 2025), president of the Portable Air division; Mr. Joeri Ooms, president of the Air and Gas Applications
division.
- Special powers are granted to Mr. David Hallette in the capacity of vice-president Business Control of the
Compressor Technique Business Area: signing powers for the daily operations in the company of financial
nature, acting together with one of the (vice-)presidents or with a Board member.
- Special powers are granted to Mr. Fredrik Kuchler in the capacity of vice-president Business Control of the
Power Technique Business Area: signing powers for the daily operations in the company of financial nature,
acting together with one of the (vice-) presidents or with a Board member.
- Special powers granted to the tax manager, Mr. Ruben De Boeck, tax manager, signing powers for the daily
operations in the company of fiscal nature, acting together with one of the (vice-) presidents above-mentioned
or with a board member.
- Special powers are granted to the financial manager Mrs. Dunja Steculorum, signing powers for the daily
operations in the company including those of financial nature acting together with one of the (vice-) presidents
or with a Board member and the signing of bank guarantees, acting together with one of the (vice-) presidents
or with a Board member or with Mr. John Rouquart, team leader credit control, legal & finance projects.
- Special powers granted to the IT manager of the Compressor Technique Information Services department Mr.
Kris Feys, Vice-President IS/IT for the Compressor Technique Service division, signing powers for the daily
operations with regard to the Compressor Technique Information Services Department, acting together with
one of the (vice-) presidents above-mentioned or with a Board member.
- Special powers granted to the vice-president IS/IT of the Power Technique Business Area, Mr. Joris Van der
Auwera: signing powers for the daily operations with regard to Information Services and Information
Technology, acting together with one of the
(vice-) presidents above-mentioned or with a Board member.
- Special powers granted to the responsible Logistics Compressor Technique, Mr. Hans Thibau: signing
powers for the daily operations with regard to his function, acting together with one of the (vice-) presidents
above-mentioned or with a board member.
- Special powers granted to the controllers of the following divisions : signing powers to the controllers
mentioned hereafter for the daily operations including those of financial nature within their division, acting
together with the (vice- ) presidents of their division or with a Board member: Mr. Ruben Sinnaeve; controller
Industrial Air division, Ms. Susanne Klomp, controller Airtec division, Mr. Jacopo Tomasso, controller
Compressor Technique Service division; Mr. Benson Liu, controller Oil Free Air division; Mr. Tim Liang
(until April 30, 2025) and Mr. Marcin Kasprzyk (as of May 1st, 2025), controller Portable Air division, Mrs.
Julie Webster, controller Power Technique Service division; Mr. Matthias Annerel, controller Medical Gas
Solutions division; Mrs. Katrien Wyckmans, controller Air and Gas Applications division.
- Special powers for staff matter granted to the (vice-) presidents of the divisions: the above-mentioned (vice-)
presidents have each signing powers for every individual recruitment and dismissal of both workers and
employees in their division taking into account the internal rules of the group.
- Special powers for staff-matters granted to the industrial relations manager: Mr. Alain De Dauw, vice-
president HR Airpower Shared Services and Mrs. Isabelle De Vriese, manager Expatriate Services department,
each have, acting alone, signing powers for every individual recruitment and dismissal of both workers and
employees except the recruitment and dismissal of the senior management and the expatriates and taking into
account the internal rules of the group.
- Special powers for staff-matters granted to the manager Expatriate Services department: Mrs. Isabelle De
Vriese, manager Expatriate Services department signing powers for each individual recruitment and for each
individual dismissal of expatriate workers and employees, except the recruitment and dismissal of the senior
management and taking into account the internal rules of the group.
- Special powers granted to the vice-president Human Resources & Competence Development of the Industrial
Air division, Ms. Pascale Penné: signing powers for every individual recruitment and dismissal of both
workers and employees in the Industrial Air division except the recruitment and dismissal of the senior
management and the expatriates and taking into account the internal rules of the group.
- Special powers with regard to Customs formalities: The persons mentioned hereafter can each, acting alone,
represent the company with regard to the Customs and sign documents relating to custom affairs: Hans Thibau,
Paul Hermans, Christof Van den Eede, Dries Godaert and Andreas Otten.
- Special powers for purchase granted to the persons mentioned hereafter : for the Portable Air division, Tivi
Huygen; for the Industrial Air division, Mike Callens; for the Oil Free Air division, Pieter Logghe; for the
Compressor Technique Service division, Gunter Koyen; for the Airtec division, Victor Adriaens; for the
Power Technique Service Division, Pieter Sourbron : signing powers for all documents concerning purchase
contracts except investment goods; acting together with the president of their division or with a director or with
the controller of their division.
- Special powers for sales and marketing granted to the persons mentioned hereafter : for the Portable Air
division, Maarten Vermeiren; for the Industrial Air division, Stef Lievens, Christophe Lamarche and Christian
Auvray; for the Oil Free division, Jan Verstraeten; for the Compressor Technique Service division, Björn
Leempoels, Katleen Teck and Peter Leemans; for the Medical Gas Solutions division, Nicolas Englebert and
Rodolfo Reimberg; for the Power Technique Service division, Ali Aljazzazi; for the Air and Gas Applications
division, Kris Leunckens, Mercedes Hernandez and Stan Laeremans : signing powers for all documents
concerning sales contracts and marketing activities concerning current products and services regarding the
realization of the commercial purposes of our company; acting together with the president of their division or
with a director or with the controller of their division.
- Special powers for engineering granted to the persons mentioned hereafter: for the Portable Air Division, Mr.
Gill Dhooghe, for the Oil Free Air Division, Mr. Yves Goister and Mr. Joris Van Geertsom, Mr. Hans Magits
and Mr. Manuel Vandevoorde, for the Industrial Air Division, Mr. Maarten van Acker, for the Airtec Division,
Mr. Luc De Beul, Mr. Jens Boeckx and Mr. Wim Bouwen, for the Compressor Technique Service Division,
Mr. Carl Wouters; for the Air and Gas Applications division, Mr. Viktor Vriens (as of May 1st, 2025): powers
to verify and confirm that the products developed by their respective division comply with the applicable
legislation and standards and for that purpose signing powers are granted for all acts, documents, minutes and
or registers.
- Special powers are granted to the Global Sustainability Manager for the Compressor Technique Business
Area, Mr. Jozef Verelst: signing powers for all REACH conformity declarations and certificates of origin as
well as conformity declarations with all legislation, regulations and international standards with regard to the
products developed and manufactured by the Compressor Technique Business Area of the company.
- Special powers granted to Mr. Sam Bishop, legal advisor, and Mr. Ewan Van Minnebruggen, Global Head of
IP: each have signing powers for intellectual property cases, acting together with the Managing Director
(President), with one of the (vice-) presidents or with a member of the Board of Directors.
- Special powers granted to the manager Product Company Portable Air Antwerp; Mr. Rik Van de Velde:
signing powers for daily operations in the company including those of financial nature in the Product Company
Portable Air within Atlas Copco Airpower, acting together with the president of the Portable Air division.
- Special powers granted to the director of the Product Company Industrial Air Antwerp; Mr. Rudolf (Rudi)
Verstrepen has signing powers for the daily operations including those of financial nature in the Product
Company Industrial Air within Atlas Copco Airpower NV, acting together with the vice-president of the
Industrial Air Division or with the Controller Industrial Air Division. Signing powers for all documents
concerning purchase contracts except investment goods; acting together with the president of the Industrial Air
Division or with Mr. Ruben Sinnaeve or with Mr. Mike Callens, vice-president sourcing, Industrial Air
division.
- Special powers granted to the Global Head of IP; Mr. Ewan Van Minnebruggen has signing powers for all
documents concerning patents, utility models, designs and models, graphical user interfaces (GUIs),
topographies on semiconductor products, legal protection of databases and copyright, acting together with the
Managing Director (President) or with one of the presidents or with a member of the Board of Directors.
- Special powers granted to Mr. John Rouquart, Team leader Credit Control, Legal & Finance Projects, to sign
for daily operations in the company of financial nature, acting together with one of the presidents or with a
member of the Board of Directors, as well as to sign insurance documents, bank- and rent guarantees; for
amounts below € 25.000 signing powers acting alone; for amounts equal to or above € 25.000 signing powers
together with Mr. Alex Bongaerts, director or Mrs. Dunja Steculorum, financial manager.
- Special powers granted to Mr. Sam Bishop, Senior Legal Counsel: authority to sign bank guarantees, acting
together with one of the presidents or with a member of the Board of Directors, with Mr. John Rouquart,
teamleader credit control, legal & finance projects or with Mrs. Dunja Steculorum, financial manager.
- Special powers with the right of subrogation, granted to HLB Sefico BV, 1170 Watermaal-Bosvoorde,
Terhulpsesteenweg 166, Glaverbel Building, with offices at 2600 Antwerpen (district Berchem),
Berchemstadionstraat 76 bus 9, represented by Mr. Marc Dierckx, chartered fiscal accountant, to represent the
company in her relations with the court office of the Enterprise Court of Antwerp to sign all forms needed for
the publication of the current as well as the future decisions of the Board of Directors or of the General
Meeting of Shareholders in the Belgian Official Gazette.
- Special powers granted to HLB Sefico BV, 1170 Watermaal-Bosvoorde, Terhulpsesteenweg 166, Glaverbel
Building, with offices at 2600 Antwerpen (district Berchem), Berchemstadionstraat 76 bus 9, represented by
Mr. Marc Dierckx, with the right of subrogation, to represent the company in relations to the Federal Public
Service of Finance, in particular regarding the preparation and the introduction of the corporate income tax
declarations and VAT.
The Board of directors also mandates him to sign all documents, to introduce and to settle all notices of
objection, to discuss and resolve all tax matters and to get access to all documents regarding the tax file, this in
the most exhaustive way, promising ratification of the acts of the representative.
Echt verklaard,
Antwerpen, 5 mei 2025.
HLB Sefico BV
vertegenwoordigd door
Marc Dierckx