AGM Information • Sep 30, 2015
AGM Information
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Saint-Denis, 30 September 2015 – The ordinary and extraordinary EuropaCorp general shareholders' meeting was held in Saint-Denis on 28 September 2015.
All resolutions were adopted, notably including the approval of the financial statements for FY2014/2015. Details of how each resolution was voted are attached.
During this general meeting, Christophe Lambert commented on the Group's recent news and presented the prospects for the current and subsequent fiscal years. EuropaCorp's CEO also commented on the deployment of the strategic plan of actions announced on 4 May 2011, which proceedings on FY2014/2015 were satisfying.
November 2015: Half-yearly consolidated revenue and income
EuropaCorp is among the top tier of European film studios. Founded in 1999, EuropaCorp's different activities include production, distribution for cinemas, home entertainment, video on-demand services, sales of TV rights for France; and following the opening of its first multiplex at Roissy's 'Aéroville' mall, the Group now counts a Europacorp Cinemas branch. The group is also present in the sale of rights internationally, as well as the production and distribution of original soundtracks. Since 2010, the group has also been producing television fiction. EuropaCorp's integrated financial model generates revenues from a wide range of sources. With films from a wide range of genres and a strong presence in the international market, the group has produced some of the latest French worldwide record-breaking successes. In February 2014, EuropaCorp created a U.S. distribution and marketing joint venture together with Relativity, that allows EuropaCorp to fully control it distribution in the U.S. and maximize the visibility for its films.
EuropaCorp was founded by French director, screenwriter and producer Luc Besson. EuropaCorp's catalogue includes 500 films and the company employs 150 permanent staff members. For more information go to www.europacorp-corporate.com
EuropaCorp Group Clai Pierre-André Junne – Investor Relations Kaena Haloua [email protected] [email protected] Tel: +33 (0) 1 55 99 50 00 Tel.: +33 (0)1 44 69 54 00
EuropaCorp is listed on Euronext Paris – Compartment C by NYSE Euronext ISIN: FR0010490920 – Mnemonic: ECP
The shareholders who were present or represented at the meeting held a total of 22,920,947 shares (77.3%), which constitutes a quorum for both the ordinary and extraordinary sessions of the meeting.
| Resolution | Subject | Number of votes cast |
% votes for |
% votes against |
|---|---|---|---|---|
| 1 | Approval of the individual financial statements for the fiscal year ended 31 March 2015 |
22,920,947 | 99.91% | 0,09% |
| 2 | Approval of the consolidated financial statements for the fiscal year ended 31 March 2015 |
22,920,947 | 90.77% | 9,23% |
| 3 | Appropriation of the earnings for the fiscal year ended 31 March 2015 |
22,920,947 | 100.00% | 0.00% |
| 4 (*) | Special report by the Statutory Auditors on related-party agreements and approval of said agreements (Article L.225- 38 of the French Commercial Code) |
9,981,009 | 95.78% | 4.22% |
| 5 (*) | Special report by the Statutory Auditors on related-party agreements and approval of said agreements (Article L.225- 42 of the French Commercial Code) |
9,981,009 | 92.69% | 7.31% |
| 6 (**) | Approval of the commitments mentioned in Article L. 225- 42-1 of the French Commercial Code made for the benefit of Christophe Lambert |
19,989,531 | 89.42% | 10.58% |
| 7 | Rectification and approval of principal and deputy Statutory Auditors' term of office |
22,920,947 | 99.72% | 0.28% |
| 8 | Authorisation for a programme for the Company to buy back its own shares |
22,920,947 | 87.60% | 12.40% |
| 9 | Delegation of powers to be granted to the Board of Directors to decide on the issue, with maintenance of preferential subscription rights, of common stock and/or securities that give immediate and/or deferred access to the Company's capital or to debt securities |
22,920,947 | 94.96% | 5.04% |
| 10 | Delegation of powers to be granted to the Board of Directors to decide on the issue, with cancellation of preferential subscription rights, of common stock and/or securities that give immediate and/or deferred access to the Company's capital or to debt securities |
22,920,947 | 81.20% | 18.80% |
| 11 | Delegation of powers to be granted to the Board of Directors to decide on the issue, with cancellation of preferential subscription rights, of common stock and/or securities that give immediate and/or deferred access to the Company's capital or to debt securities within the scope of an offer mentioned in Section II of Article L.411-2 of the Monetary and Financial Code |
22,920,947 | 83.26% | 16.74% |
| 12 | Authorisation to be granted to the Board of Directors to set the price for issues of common stock or securities with cancellation of shareholders' preferential subscription rights, capped at 10% of the capital per year |
22,920,947 | 81.20% | 18.80% |
| 13 | Authorisation to be granted to the Board of Directors to increase, in accordance with Article L.225-135-1 of the French Commercial Code, the number of securities to be issued at the time of issues for which shareholders' preferential subscription rights are maintained or cancelled |
22,920,947 | 85.65% | 14.35% |
| 14 | Delegation of powers to be granted to the Board of Directors to decide on an increase in capital via the issue of shares reserved for employees who are members of a company savings scheme, with cancellation of preferential subscription rights for the benefit of these employees |
22,920,947 | 91.55% | 8.45% |
| 15 | Overall limit on authorisations to issue cash subscription shares |
22,920,947 | 99.15% | 0.85% |
| Resolution | Subject | Number of votes cast |
% votes for |
% votes against |
|---|---|---|---|---|
| 16 | Delegation of powers to be granted to the Board of Directors to increase the share capital via the issue of common stock or securities that give access to Company capital, as remuneration for securities contributed as part of a public offer to exchange shares initiated by the Company |
22,920,947 | 81.78% | 18.22% |
| 17 | Delegation of powers to be granted to the Board of Directors to decide on the issue of Company common stock capped at 10% of the share capital, as remuneration for in kind contributions to the Company |
22,920,947 | 93.62% | 6.38% |
| 18 | Delegation of powers to be granted to the Board of Directors to issue securities that grant access to the Company capital, with cancellation of preferential subscription rights, as part of an exchange of financial securities |
22,920,947 | 81.50% | 18.50% |
| 19 | Authorisation to be granted to the Board of Directors to grant share subscription or purchase options to employees or corporate officers of the Company and affiliated companies |
22,920,947 | 82.05% | 17.95% |
| 20 | Authorisation to be granted to the Board of Directors to award bonus shares to employees or corporate officers of the Company and affiliated companies |
22,920,947 | 81.77% | 18.23% |
| 21 | Delegation of powers to be granted to the Board of Directors to increase the share capital via capitalisation of premiums, reserves, profits or other amounts |
22,920,947 | 94.96% | 5.04% |
| 22 | Authorisation to be granted to the Board of Directors to reduce the share capital by cancelling shares |
22,920,947 | 100.00% | 0.00% |
| 23 | Amendment of Article 19 of the by-laws | 22,920,947 | 100.00% | 0.00% |
| 24 | Powers for carrying out the formalities | 22,920,947 | 100.00% | 0.00% |
(*) For this resolution, the shares held by Mr. Luc Besson and Front Line were not taken into account when calculating the quorum and the votes cast.
(**) For this resolution, the shares held by Mr. Christophe Lambert and Lambert Capital BV were not taken into account when calculating the quorum and the votes cast.
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