AGM Information • Sep 20, 2021
AGM Information
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Saint-Denis, 17 September 2021 – EuropaCorp's ordinary and extraordinary General Shareholders' Meeting was held on the 10th of September, at the Club de l'Etoile in Paris. Attendees were:
Details of the votes by resolution are presented in the appendix.
Founded in 1999, EuropaCorp has grown to become the leading film and series production studio in Europe.
The Group's international activities cover the entire film value chain with expertise in production, theatrical distribution, international sales, TV, video & VOD, and music publishing. EuropaCorp is able to ensure creativity and quality throughout the lifecycle of its films and television projects. The Group has produced or co-produced more than 120 films and has distributed more than 160 of them in French cinemas. Since 1999, it has produced 10 of the 20 biggest French hits internationally and 22 films among the 70 French productions with the most international admissions (source: Le film français – May 17, 2019). The Group has also been active since 2010 in the production of TV series and single titles for platforms worldwide.
EuropaCorp was created by the director, screenwriter and producer Luc Besson. More information on www.europacorp.com
Lisa Reynaud | Investor Relations | [email protected] Pierre Laurent | NewCap Régis Lefèbvre | Communication | [email protected] [email protected] | Tel: 01 44 71 94 94 Tel: 01 55 99 50 00
EuropaCorp is listed on the C Compartment of Euronext Paris ISIN Code: FR0010490920 – MNEMO Code: ECP
The shareholders who were present or represented at the meeting held a total of 91,787,931 shares (75.2%), which constitutes a sufficient quorum for both the ordinary and extraordinary sessions of the meeting.
| Resolution | Subject | % votes for |
% votes against |
% votes abstention |
Results |
|---|---|---|---|---|---|
| 1 | Approval of the parent company financial statements for the year ended March 31, 2021; |
99,96% | 0,01% | 0,03% | Resolution adopted |
| 2 | Approval of the consolidated financial statements for the year ended March 31, 2021; |
99,96% | 0,01% | 0,03% | Resolution adopted |
| 3 | Appropriation of earnings for the year ended March 31, 2021; |
99,96% | 0,01% | 0,03% | Resolution adopted |
| 4* | Approval of the Statutory Auditors' special report prepared in accordance with Article L. 225-40 of the French Commercial Code on related party agreements referred to in Article L. 225-38 of the French Commercial Code and approval of such agreements; |
99,38% | 0,58% | 0,04% | Resolution adopted |
| 5* | Approval of the Statutory Auditors' special report on related party agreements referred to in Article L. 225- 42 of the French Commercial Code and approval of said agreements; |
99,38% | 0,58% | 0,04% | Resolution adopted |
| 6 | Approval of the information relating to the remuneration of corporate officers mentioned in I of Article L. 225-37-3 of the French Commercial Code; |
99,46% | 0,04% | 0,50% | Resolution adopted |
| 7 | Approval of the fixed and variable components of the compensation and benefits of any kind paid or granted for fiscal year 2020-2021 to Mr. Luc Besson, in his capacity as Chairman of the Board of Directors and Chief Executive Officer; |
99,41% | 0,55% | 0,04% | Resolution adopted |
| 8 | Approval of the fixed and variable components of the remuneration and benefits of any kind paid or granted in respect of fiscal year 2020-2021 to Mr. Axel Duroux, in his capacity as Chief Executive Officer; |
99,41% | 0,55% | 0,04% | Resolution adopted |
| 9 | Approval of the fixed and variable components of the remuneration and benefits of any kind paid or granted in respect of fiscal year 2020-2021 to Mr. Régis Marillas, in his capacity as Executive Vice President; |
99,36% | 0,61% | 0,03% | Resolution adopted |
| 10 | Approval of the compensation policy for Mr. Luc Besson, as Chairman, for the 2021-2022 fiscal year; |
99,42% | 0,54% | 0,04% | Resolution adopted |
| 11 | Approval of the compensation policy for Mr. Axel Duroux, as Chief Executive Officer, for the 2021-2022 fiscal year; |
99,42% | 0,54% | 0,04% | Resolution adopted |
| 12 | Approval of Director Compensation Policy for Fiscal Year 2021-2022; |
99,88% | 0,08% | 0,04% | Resolution adopted |
| Resolution | Subject | % votes for |
% votes against |
% votes abstention |
Results |
|---|---|---|---|---|---|
| 13 | Authorization for the Company to buy back its own shares; |
99,48% | 0,49% | 0,03% | Resolution adopted |
| 14 | Approval of the transfer of the listing of the Company's securities from the Euronext Paris market to the organized multilateral trading facility Euronext Growth Paris; |
99,94% | 0,03% | 0,03% | Resolution adopted |
| 15 | Delegation of authority to the Board of Directors to decide to issue, with preferential subscription rights, ordinary shares and/or securities giving immediate and/or future access to the Company's capital or to debt securities; |
99,48% | 0,49% | 0,03% | Resolution adopted |
| 16 | Delegation of authority to the Board of Directors to decide on the issue, by public offering, without preferential subscription rights, of ordinary shares and/or securities giving immediate and/or future access to the Company's capital or to debt securities; |
99,43% | 0,54% | 0,03% | Resolution adopted |
| 17 | Delegation of authority to the Board of Directors to decide on the issue, with cancellation of preferential subscription rights, of ordinary shares and/or securities giving immediate and/or future access to the Company's capital or to debt securities within the framework of an offer referred to in II of Article L. 411-2 of the French Monetary and Financial Code; |
99,42% | 0,54% | 0,04% | Resolution adopted |
| 18 | Authorization for the Board of Directors to set the price of issues of ordinary shares or securities without shareholders' pre-emptive subscription rights, up to a maximum of 10% of the capital per year; |
99,43% | 0,54% | 0,03% | Resolution adopted |
| 19 | Authorization for the Board of Directors to increase, in accordance with Article L. 225-135-1 of the French Commercial Code, the number of shares to be issued in connection with issues carried out while maintaining or cancelling shareholders' pre-emptive subscription rights; |
99,44% | 0,52% | 0,04% | Resolution adopted |
| 20 | Delegation of authority to the Board of Directors to carry out a capital increase, with cancellation of shareholders' preferential subscription rights, reserved for employees of the Company or its affiliates; |
99,90% | 0,06% | 0,04% | Resolution adopted |
| 21 | Overall limit on cash issue authorizations; | 99,95% | 0,02% | 0,03% | Resolution adopted |
| 22 | Delegation of powers to the Board of Directors to increase the share capital by issuing ordinary shares or securities giving access to the Company's capital as consideration for securities tendered in connection with a public exchange offer initiated by the Company; |
99,46% | 0,50% | 0,04% | Resolution adopted |
| 23 | Delegation of powers to the Board of Directors to decide on the issue of ordinary shares up to a maximum of 10% of the share capital, as remuneration for contributions in kind granted to the Company; |
99,45% | 0,52% | 0,03% | Resolution adopted |
| Resolution | Subject | % votes for |
% votes against |
% votes abstention |
Results |
|---|---|---|---|---|---|
| 24 | Delegation of powers to the Board of Directors to issue securities giving access to the Company's capital, without preferential subscription rights, in the context of an exchange of financial securities; |
99,43% | 0,54% | 0,03% | Resolution adopted |
| 25 | Authorization for the Board of Directors to grant stock options to employees or officers of the Company and related companies; |
99,45% | 0,51% | 0,04% | Resolution adopted |
| 26 | Authorization to the Board of Directors to grant existing and/or newly issued shares of the Company free of charge to employees or officers of the Company and related companies; |
99,43% | 0,54% | 0,03% | Resolution adopted |
| 27 | Delegation of powers to the Board of Directors to increase the share capital by incorporation of premiums, reserves, profits or other items; |
99,93% | 0,04% | 0,03% | Resolution adopted |
| 28 | Authorization to the Board of Directors to reduce the share capital by cancelling shares; |
99,95% | 0,02% | 0,03% | Resolution adopted |
| 29 | Powers for formalities. | 99,96% | 0,01% | 0,03% | Resolution adopted |
(*) For those resolutions, the shares held by Front Line Mr. Luc Besson (for a total of 15,600,226 shares) were not taken into account when calculating the quorum and the votes cast.
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