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NHOA S.A.
Declaration of Voting Results & Voting Rights Announcements • Jun 15, 2023
1555_iss_2023-06-15_35f4be5b-d056-42c8-b8a0-6e7b0b6147af.pdf
Declaration of Voting Results & Voting Rights Announcements
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APPROVAL OF A €250M CAPITAL INCREASE WITH PREFERENCIAL SUBSCRIPTION RIGHTS SUPPORTED BY TCC
Voting results of the Mixed General Meeting held on 15 June 2023
Paris, 15.06.2023 – The Mixed General Meeting of NHOA S.A. ("NHOA" or the "Company"), global player in energy storage and e-mobility, active in the construction of the largest fast and ultra-fast charging infrastructure in Southern Europe, whose securities are admitted to trading on the regulated market of Euronext Paris (NHOA.PA), was held today, on 15 June 2023 at 10:30am CEST in 25 rue de Marignan – 75008 Paris, France.
The shareholders' meeting approved a resolution granting the Board of Directors authority to decide a €250m capital increase with preferential subscription rights1 .
As indicated in the 1 May 2023 press release, available on the corporate website in the section dedicated to investors, NHOA proposed two possible funding avenues to its shareholders: a €250m "green" convertible bond or a rights issue. As indicated in the press release, TCC has abstained from voting on resolution n°22 pertaining to the "green" convertible bond, therefore putting in the hands of the minority shareholders the decision to pursue this route or not. This resolution was rejected and therefore the Company will implement resolution n°21, pertaining to the rights issue, which was approved, with TCC's vote.
TCC will subscribe at least 75% of this rights issue, to achieve a successful transaction, with total consideration received by NHOA of not less than €250m. The rights issue is expected to be launched as soon as technically feasible.
The proceeds will be devoted to fund the 10x growth of NHOA Energy and the accelerated roll-out of Atlante, that already reached over 50% of the 2025 targets.
Trading of the NHOA shares on the regulated market of Euronext in Paris was suspended this morning, pending the publication of the shareholders' meeting results. It will resume tomorrow morning.
The shareholders were convened to vote on the following resolutions:
- o Resolution n°1: Approval of the individual financial statements of the Company for the financial year ended on 31 December 2022 and discharge to the members of the Board of Directors;
- o Resolution n°2: Approval of the consolidated financial statements of the Company for the financial year ended on 31 December 2022;
- o Resolution n°3: Allocation of the results of the financial year ended on 31 December 2022;
- o Resolution n°4: Regulated agreements referred to under Articles L. 225-38 et seq. of the French Commercial Code;
- o Resolution n°5: Approval of the expenses and charges referred to under Article 39,4° of the French General Tax Code;
- o Resolution n°6: Determination of the attendance fees allocated to the members of the Board of Directors;
1 The 21st resolution grants authority to the Board of Directors to conduct a rights issue of up to €330m, but, as indicated in the 1 May 2023 press release and in the Report of the Board of Directors to the shareholders' meeting, the rights issue will be for €250m only.
- o Resolution n°7: Renewal of Mrs. Veronica Vecchi as member of the Board of Directors;
- o Resolution n°8: Renewal of Mr. Luigi Michi as member of the Board of Directors;
- o Resolution n°9: Renewal of Mrs. Chen Ming Chang as member of the Board of Directors;
- o Resolution n°10: Renewal of Mrs. Chia Jou Lai as member of the Board of Directors;
- o Resolution n°11: Renewal of Mrs. Feng Ping Liu as member of the Board of Directors;
- o Resolution n°12: Approval of the compensation policy applicable to all of the Company's corporate officers (mandataires sociaux) for the 2023 financial year;
- o Resolution n°13: Approval of the compensation policy applicable to the Chairman of the Board of Directors for the 2023 financial year;
- o Resolution n°14: Approval of the compensation policy applicable to the Chief Executive Officer for the 2023 financial year;
- o Resolution n°15: Approval of the compensation policy applicable to the members of the Board of Directors for the 2023 financial year;
- o Resolution n°16: Approval of the overall compensation and benefits of any kind paid or granted to the corporate officers (mandataires sociaux) for the 2022 financial year;
- o Resolution n°17: Approval of the overall compensation and benefits of any kind paid or granted to the Chief Executive Officer for the 2022 financial year;
- o Resolution n°18: Approval of the overall compensation and benefits of any kind paid or granted to the members of the Board of Directors for the 2022 financial year;
- o Resolution n°19: Authorisation granted to the Board of Directors to purchase shares of the Company under a share repurchase program;
- o Resolution n°20: Delegation of authority granted to the Board of Directors to reduce the Company's share capital by cancelling the Company's own shares under the conditions provided for in Articles L.22-10-62 et seq. of the French Commercial Code;
- o Resolution n°21: Delegation of authority granted to the Board of Directors to increase the Company's share capital by issuing ordinary shares or securities giving access to share capital with preferential subscription rights;
- o Resolution n°22: Delegation of authority granted to the Board of Directors to increase the share capital by issuing bonds convertible into new ordinary shares of the Company without preferential subscription rights and for the benefit of a category of persons;
- o Resolution n°23: Delegation of authority granted to the Board of Directors to issue, without preferential subscription rights, ordinary shares and/or securities for the benefit of employees
and officers of the Company and employees of related companies, beneficiaries of a company savings plan (Articles L.3332-1 et seq. Labour Code)
- o Resolution n°24: Authorization granted to the Board of Directors to allocate existing or new free shares for the benefit of executive officers and employees of the Company or its subsidiaries;
- o Resolution n°25: Powers for formalities.
The shareholders' attendance was as follows:
| Total number of shares | 25,533,720 |
|---|---|
| Total number of shareholders represented or giving a proxy to the chairman or voting by mail |
20 |
| Total number of voting rights expressed by the shareholders represented or giving a proxy to the chairman or voting by mail |
21,171,244 |
Thus, the quorum reached was of 82.91%.
The results of the vote are as follows:
| Resolution | Outcome | Votes "in favour" | Votes "against" | Abstention | ||
|---|---|---|---|---|---|---|
| Resolution n°1 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°2 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°3 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°4 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°5 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°6 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°7 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°8 | Approved | 21,141,444 | > 99.99% | 1,000 | < 0.01% | 35,000 |
| Resolution n°9 | Approved | 21,141,444 | > 99.99% | 1,000 | < 0.01% | 35,000 |
| Resolution n°10 | Approved | 21,086,883 | 99.74% | 55,561 | 0.26% | 35,000 |
| Resolution n°11 | Approved | 21,141,444 | > 99.99% | 1,000 | < 0.01% | 35,000 |
| Resolution n°12 | Approved | 16,671,586 | 78.85% | 4,470,858 | 21.15% | 35,000 |
| Resolution n°13 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°14 | Approved | 16,671,586 | 78.85% | 4,470,858 | 21.15% | 35,000 |
| Resolution n°15 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°16 | Approved | 16,671,586 | 78.85% | 4,470,858 | 21.15% | 35,000 |
| Resolution n°17 | Approved | 21,085,883 | 99.73% | 56,561 | 0.27% | 35,000 |
| Resolution n°18 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
| Resolution n°19 | Approved | 21,177,444 | 100% | 0 | 0.00% | 0 |
| Resolution n°20 | Approved | 21,177,444 | 100% | 0 | 0.00% | 0 |
| Resolution n°21 | Approved | 16,669,734 | 78.84% | 4,472,710 | 21.16% | 35,000 |
| Resolution n°22 | Rejected | 1,942,027 | 42.75% | 2,600,315 | 57.25% | 16,635,102 |
| Resolution n°23 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
|---|---|---|---|---|---|---|
| Resolution n°24 | Approved | 16,671,586 | 78.85% | 4,470,858 | 21.15% | 35,000 |
| Resolution n°25 | Approved | 21,142,444 | 100% | 0 | 0.00% | 35,000 |
All the proposed resolutions were approved by the shareholders, with the exception of resolution n°22.
* * *
NHOA
NHOA S.A. (formerly Engie EPS), global player in energy storage, e-mobility and EV fast and ultra-fast charging infrastructure, develops technologies enabling the transition towards clean energy and sustainable mobility, shaping the future of a next generation living in harmony with our planet.
Listed on Euronext Paris regulated market (NHOA.PA), NHOA forms part of the CAC® Mid & Small and CAC® All-Tradable financial indices.
NHOA, with offices in France, Spain, United States and Australia, maintains entirely in Italy research, development and production of its technologies.
For further information, go to www.nhoa.energy
CONTACTS
Press Office France: Charlotte Le Barbier, +33 6 78 37 27 60, Roxane Planas, +33 6 37 05 84 42, Enguerand Renault, +33 06 87 56 91 63, Image7, [email protected]
International Press Office: Claudia Caracausi and Davide Bruzzese, Image Building, +39 02 89011300, [email protected]
Financial Communication and Institutional Relations: Chiara Cerri, +39 337 1484534, [email protected]
Forward looking statement
This release may contain forward-looking statements. These statements are not undertakings as to the future performance of NHOA. Although NHOA considers that such statements are based on reasonable expectations and assumptions at the date of publication of this release, they are by their nature subject to risks and uncertainties which could cause actual performance to differ from those indicated or implied in such statements. These risks and uncertainties include without limitation those explained or identified in the public documents filed by NHOA with the French Financial Markets Authority (AMF), including those listed in the "Risk Factors" section of the NHOA 2022 Universal Registration Document. Investors and NHOA shareholders should note that if some or all of these risks are realized they may have a significant unfavorable impact on NHOA.
These forward looking statements can be identified by the use of forward looking terminology, including the verbs or terms "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "build- up", "under discussion" or "potential customer", "should" or "will", "projects", "backlog" or "pipeline" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and that are to different degrees, uncertain, such as statements about the impacts of the war in Ukraine and the current economic situation pandemic on NHOA's business operations, financial results and financial position and on the world economy. They appear throughout this announcement and include, but are not limited to, statements regarding NHOA's intentions, beliefs or current expectations concerning, among other things, NHOA's results of business development, operations, financial position, prospects, financing strategies, expectations for product design and development, regulatory applications and approvals, reimbursement arrangements, costs of sales and market penetration. Important factors that could affect performance and cause results to differ materially from management's expectations or could affect NHOA's ability to achieve its strategic goals, include the uncertainties relating to the impact of war in Ukraine and the current economic situation on NHOA's business, operations and employees. In addition, even if the NHOA's results of operations, financial position and growth, and the development of the markets and the industry in which NHOA operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. The forwardlooking statements herein speak only at the date of this announcement. NHOA does not have the obligation and undertakes no obligation to update or revise any of the forward-looking statements.