Pre-Annual General Meeting Information • Apr 14, 2016
Pre-Annual General Meeting Information
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Paris, April 14, 2016, 5:40 pm - Draft resolutions have been submitted to the Board of Directors by a shareholder representing more than 5% of the share capital and voting rights (BJ Invest) and have been included in the agenda of our next General Meeting, pursuant to articles L.225-105 and R.225-71 to R.225-74 of the French Commercial Code.
The purpose of these resolutions is to request the shareholders to decide on the revocation of Messrs. Cyril Zimmermann, Jean-Charles Simon and Eric Giordano as well as on the appointment of Mrs. Marie-Pierre Bordet, BJ Invest SAS and Messrs. Thierry Debarnot and Justin Ziegler.
These resolutions are submitted in a general context that must be recalled. Over the past few days, the governance of the HiMedia group has been targeted with accusations from two of its shareholders, Mr. Benjamin Jayet and his company BJ Invest. They dispute corporate decisions which were made in perfect transparency and with the approval of the 2015 General Meeting in several cases. The Board of Directors considers that the actions carried out by Mr. Benjamin Jayet and BJ Invest injure the company, which intends to file a complaint against them. Individual legal actions may also be initiated by some directors acting as private individuals.
The purpose of these actions is to destabilize the group before this year's upcoming General Meeting on May 3 rd 2016. The Board of Directors regrets that Mr. Benjamin Jayet and BJ Invest had never expressed before in a more peaceful manner their wish for involvement in the governance. The Board of Directors as a whole can therefore only defend the company's interests by objecting to the strategy used by Mr. Benjamin Jayet, who is seeking to overturn the management of the company for the sole purpose of taking control of HiMedia and indirectly of the HiPay Group company, without paying any premium or launching a public offering. It must indeed be recalled that Mr. Benjamin Jayet is also a shareholder and director of the GibMedia company, a competing company that specializes in micro-payments.
Consequently, the Board of Directors informs you that it has decided not to approve the resolutions brought to your vote at the request of BJ Invest.
Lastly, the Board of Directors wishes to inform the shareholders that were the revocation of Mr. Cyril Zimmermann (1 st resolution brought by BJ Invest) to be approved by a majority of shareholders, all the Directors would then resign from their position.
A pioneer in the sector, HiMedia is a European leader in digital marketing.
Present in 6 European countries, the United States and Latin America, the HiMedia company generated a turnover of 65 million Euros in 2015.
Independent since its creation, the company is listed in the Euronext Paris compartment C, and is included in the CAC Small, CAC All-Tradable and CAC SME indices. ISIN code: FR 0012821890 / Trading symbol:HIM
For more information: www.himediagroup.com/himedia and [email protected]
Follow us on Tw itter: @himedia
LinkedIn: w ww.linkedin.com/company/himediagroup
This press release does not constitute an offer to sell, or a solicitation of an offer to buy Hi-Media shares. If you wish to obtain more complete information about HiMedia Group, please refer to our Internet site http://www.himediagroup.com, under the Investors heading.
This press release may contain some forward-looking statements. Although HiMedia Group considers that these statements are based on reasonable hypotheses on the publication date of this release, they are by their very nature subject to risks and uncertainties that could cause the actual results to differ from those indicated or projected in these statements. HiMedia Group operates in a continually changing environment and new risks could potentially emerge. HiMedia Group assumes no obligation to update these forward-looking statements, whether to reflect new information, future events or other circumstances.
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