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EuropaCorp

AGM Information Sep 30, 2015

1310_iss_2015-09-30_e97f3f4b-dbde-463d-aedb-4f67e8aa19ff.pdf

AGM Information

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EUROPACORP: REPORT ON THE GENERAL SHAREHOLDERS' MEETING

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.

Financial agenda

November 2015: Half-yearly consolidated revenue and income

ABOUT EUROPACORP

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

Contacts

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

APPENDIX

Detail of the votes cast

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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