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Icade

AGM Information May 13, 2025

1424_iss_2025-05-13_8535382b-6fe1-49dd-b8cc-2402d225d27b.pdf

AGM Information

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PRESS RELEASE Paris, May 13, 2025, 7 p.m.

Outcome of the Combined General Meeting held on May 13, 2025

Icade's Combined General Meeting (the "General Meeting") was held on Tuesday, May 13, 2025 at Immeuble Cœur Défense – Tour B, Espace Comet, 24th floor, 100 Esplanade du Général de Gaulle, 92832 Paris La Défense Cedex, France.

Notices of meeting and invitations to attend were published and invitations to attend were sent in accordance with applicable regulations. All the documents relating to this General Meeting are available in the Finance section of the Group's website under the "General Meeting" tab.

The General Meeting was chaired by Mr Frédéric Thomas, Chairman of the Board of Directors. Caisse des Dépôts et Consignations, represented by Mr Alexandre Thorel, and the Crédit Agricole Assurances Group, represented by Ms Florence Habib-Deloncle, were appointed as scrutineers from among the shareholders with the largest number of voting rights. Mr Jérôme Lucchini was appointed as the General Meeting's Secretary.

The quorum was established as follows:

  • 60,713,916 voting shares, i.e. a quorum of 80.08 % for ordinary resolutions,
  • 60,719,195 voting shares, i.e. a quorum of 80.09% for extraordinary resolutions.

All the resolutions proposed at the General Meeting were approved by a large majority. Detailed voting results for each resolution are shown in the appendix to this press release.

In particular, the General Meeting:

  • approved the separate and consolidated financial statements for the financial year ended December 31, 2024;
  • approved the distribution of a gross cash dividend of €4.31 per share for the financial year 2024. A gross interim dividend of €2.16 per share was paid on March 6, 2025 (ex-dividend date: March 4, 2025). The remaining balance will be paid in the form of a gross final dividend of €2.15 per share on July 3, 2025, with the shares going ex-dividend on July 1, 2025;
  • approved the new regulated related party agreement mentioned in the Statutory Auditors' special report;
  • approved the reappointment of Forvis Mazars as principal statutory auditor and statutory auditor responsible for the assurance of sustainability reporting;
  • approved the appointment of PricewaterhouseCoopers Audit as statutory auditor responsible for the assurance of sustainability reporting;
  • ratified the temporary appointment of Ms Audrey Girard and Ms Florence Habib-Deloncle as directors;
  • reappointed Ms Dorothée Clouzot, Mr Olivier Mareuse and Mr Bernard Spitz as directors;
  • approved the remuneration policies for directors, the Chairman of the Board of Directors and the Chief Executive Officer;
  • approved the elements of remuneration for the Chairman of the Board of Directors and the Chief Executive Officer for the 2024 financial year;
  • issued a favourable opinion on Icade's progress with respect to climate transition and biodiversity preservation (Say on Climate and Say on Biodiversity resolutions approved by 99.28 % and 99.36 %, respectively, of the votes cast – see dedicated press release published today);
  • ratified the change of registered office to 1 avenue du Général de Gaulle, 92800 Puteaux, France;
  • renewed the financial authorisations and delegations to be given to the Board of Directors;
  • approved the amendments to Articles 10 and 15 of the Articles of Association.

The General Meeting presentation is available in the Finance section of the Group's website under the "General Meeting" tab.

ABOUT ICADE

Icade is a full-service real estate company with expertise in both property investment (portfolio worth €6.4bn as of 12/31/2024 – 100% + Group share of joint ventures) and property development (2024 economic revenue of €1.2bn) that operates throughout France. Icade has forged long-term partnerships to respond to emerging trends in the industry. It has made climate issues and the preservation of biodiversity central to its business model to reinvent real estate and contribute to more sustainable cities. It is listed as an "SIIC" on Euronext Paris and its leading shareholder is the Caisse des Dépôts Group.

The text of this press release is available on the Icade website: www.icade.fr/en

CONTACTS

Anne-Violette Faugeras Marylou Ravix

Head of Finance and Investor Relations External Communications Manager

+33 (0)7 88 12 28 38 +33 (0)7 88 30 88 51

[email protected] [email protected]

APPENDIX

RESULTS OF VOTING ON THE RESOLUTIONS

Resolution Type Vote Time Votes valid for majority Votes not valid for
majority
(Abstain+Invalid+Not
voted)
Presents & Represented Shares valid for majority Excluded
voting
rights
State of
adoption
For % Against % Shares Votes For + Against % of
shares
capital
1 Approval of the separate financial
statements for the year ended
December 31, 2024 – Approval of
non-tax deductible expenses and
charges
Ordinary 13/05/2025
10:44:37
60 602
495
99,89% 65 002 0,11% 33 790 60 713 916 60 713 916 60 667 497 79,64% 0 Carried
2 Approval of the consolidated
financial statements for the year
ended December 31, 2024
Ordinary 13/05/2025
10:45:07
60 605
066
99,90% 62 951 0,10% 33 270 60 713 916 60 713 916 60 668 017 79,64% 0 Carried
3 Appropriation of profits for the
financial year and determination
of the dividend amount
Ordinary 13/05/2025
10:45:38
60 657
498
99,93% 40 404 0,07% 3 385 60 713 916 60 713 916 60 697 902 79,64% 0 Carried
4 Statutory Auditors' special report
on regulated related party
agreements and approval of the
new agreement mentioned
therein
Ordinary 13/05/2025
10:46:49
45 739
122
98,22% 831 266 1,78% 42 521 60 713 916 46 612 909 46 570 388 79,64% 14 101
007
Carried
5 Reappointment of Forvis Mazars
as principal statutory auditor
Ordinary 13/05/2025
10:47:19
58 359
136
96,19% 2 314 233 3,81% 40 547 60 713 916 60 713 916 60 673 369 79,64% 0 Carried
6 Reappointment of Forvis Mazars
as statutory auditor responsible
for the assurance of sustainability
reporting
Ordinary 13/05/2025
10:47:50
58 539
227
96,48% 2 133 309 3,52% 41 380 60 713 916 60 713 916 60 672 536 79,64% 0 Carried
7 Appointment of
PricewaterhouseCoopers Audit as
statutory auditor responsible for
the assurance of sustainability
reporting
Ordinary 13/05/2025
10:48:24
59 266
786
97,67% 1 414 141 2,33% 32 989 60 713 916 60 713 916 60 680 927 79,64% 0 Carried
8 Ratification of the temporary
appointment of Ms Audrey Girard
as director
Ordinary 13/05/2025
10:48:55
52 859
301
87,14% 7 803 990 12,86% 50 625 60 713 916 60 713 916 60 663 291 79,64% 0 Carried
9 Ratification of the temporary
appointment of Ms Florence
Habib-Deloncle as director
Ordinary 13/05/2025
10:49:24
54 274
653
89,46% 6 391 265 10,54% 47 998 60 713 916 60 713 916 60 665 918 79,64% 0 Carried

CAPITAL SHARES: 76 234 545

10 Reappointment of Ms Dorothée
Clouzot as director
Ordinary 13/05/2025
10:49:52
49 992
916
82,42% 10 666 286 17,58% 54 714 60 713 916 60 713 916 60 659 202 79,64% 0 Carried
11 Reappointment of Mr Olivier
Mareuse as director
Ordinary 13/05/2025
10:50:22
51 385
501
84,94% 9 111 060 15,06% 217 355 60 713 916 60 713 916 60 496 561 79,64% 0 Carried
12 Reappointment of Mr Bernard
Spitz as director
Ordinary 13/05/2025
10:50:58
52 019
540
85,74% 8 651 830 14,26% 42 546 60 713 916 60 713 916 60 671 370 79,64% 0 Carried
13 Approval of the remuneration
policy for the members of the
Board of Directors
Ordinary 13/05/2025
10:51:28
60 542
678
99,79% 128 681 0,21% 42 557 60 713 916 60 713 916 60 671 359 79,64% 0 Carried
14 Approval of the remuneration
policy for the Chairman of the
Board of Directors
Ordinary 13/05/2025
10:51:57
60 545
258
99,77% 138 317 0,23% 30 341 60 713 916 60 713 916 60 683 575 79,64% 0 Carried
15 Approval of the remuneration
policy for the Chief Executive
Officer and/or any other corporate
officer
Ordinary 13/05/2025
10:52:27
54 388
260
90,09% 5 983 511 9,91% 342 145 60 713 916 60 713 916 60 371 771 79,64% 0 Carried
16 Approval of the information
referred to in section I of Article L.
22
-10
-9 of the French Commercial
Code
Ordinary 13/05/2025
10:52:57
58 514
799
96,47% 2 144 074 3,53% 55 043 60 713 916 60 713 916 60 658 873 79,64% 0 Carried
17 Approval of the fixed, variable and
exceptional components of total
remuneration and benefits of
any kind paid during the past
financial year or granted for the
same period to Mr Frédéric
Thomas, Chairman of the Board of
Directors
Ordinary 13/05/2025
10:53:37
60 535
816
99,78% 135 635 0,22% 42 465 60 713 916 60 713 916 60 671 451 79,64% 0 Carried
18 Approval of the fixed, variable and
exceptional components of total
remuneration and benefits of any
kind paid during the past financial
year or granted for the same
period to Mr Nicolas Joly, Chief
Executive Officer
Ordinary 13/05/2025
10:54:14
57 886
961
95,98% 2 423 648 4,02% 403 307 60 713 916 60 713 916 60 310 609 79,64% 0 Carried
19 Authorisation to be given to the
Board of Directors to have the
Company repurchase its own
shares under Article L. 22
-10
-62 of
the French Commercial Code
Ordinary 13/05/2025
10:54:50
60 597
678
99,86% 87 579 0,14% 28 659 60 713 916 60 713 916 60 685 257 79,64% 0 Carried
20 Say on Climate Ordinary 13/05/2025
10:55:17
58 691
074
99,28% 426 484 0,72% 1 596 358 60 713 916 60 713 916 59 117 558 79,64% 0 Carried
21 Say on Biodiversity Ordinary 13/05/2025
10:55:43
58 521
028
99,36% 374 587 0,64% 1 818 301 60 713 916 60 713 916 58 895 615 79,64% 0 Carried
22 Ratification of the change of
registered office from 27 rue
Camille Desmoulins, 92130 Issy
-
les
-Moulineaux, France to 1,
avenue du Général de Gaulle,
92800 Puteaux, France, effective
December 27, 2024
Ordinary 13/05/2025
10:56:28
60 666
005
99,94% 36 780 0,06% 11 131 60 713 916 60 713 916 60 702 785 79,64% 0 Carried
23 Authorisation to be given to the
Board of Directors to cancel the
shares repurchased by
the Company under Article L. 22
-
10
-62 of the French Commercial
Code
Extraordinary 13/05/2025
10:57:08
60 647
322
99,89% 64 696 0,11% 7 177 60 719 195 60 719 195 60 712 018 79,65% 0 Carried
24 Delegation of authority to be
given to the Board of Directors to
increase the share capital by
capitalisation of reserves, profits
and/or share premiums
Extraordinary 13/05/2025
10:57:40
60 477
085
99,61% 234 923 0,39% 7 187 60 719 195 60 719 195 60 712 008 79,65% 0 Carried
25 Delegation of authority to be
given to the Board of Directors to
issue ordinary shares with pre
-
emptive rights for existing
shareholders
Extraordinary 13/05/2025
10:58:12
58 228
869
95,91% 2 481 959 4,09% 8 367 60 719 195 60 719 195 60 710 828 79,65% 0 Carried
26 Authorisation to be given to the
Board of Directors to increase the
number of new shares being
issued
Extraordinary 13/05/2025
10:58:41
57 395
303
94,57% 3 298 137 5,43% 25 755 60 719 195 60 719 195 60 693 440 79,65% 0 Carried
27 Delegation of authority to be
given to the Board of Directors to
increase the share capital by
issuing ordinary shares and/or
securities entitling their holders to
shares in the Company, without
pre
-emptive rights, to members of
a company savings plan pursuant
to Articles L. 3332
-18 et seq. of
the French Labour Code
Extraordinary 13/05/2025
10:59:26
58 591
741
96,52% 2 110 654 3,48% 16 800 60 719 195 60 719 195 60 702 395 79,65% 0 Carried
28 Amendment to Article 10 of the
Articles of Association on the use
of telecommunication means
during meetings of the Board of
Directors and on written
resolutions of the Board of
Directors
Extraordinary 13/05/2025
11:00:02
60 659
950
99,93% 44 656 0,07% 14 589 60 719 195 60 719 195 60 704 606 79,65% 0 Carried
29 Bringing Article 15 of the Articles
of Association into line with
current regulations
Extraordinary 13/05/2025
11:00:33
60 642
791
99,94% 36 747 0,06% 39 657 60 719 195 60 719 195 60 679 538 79,65% 0 Carried
30 Powers to complete formalities Ordinary 13/05/2025
11:01:03
60 653
492
99,94% 36 278 0,06% 24 146 60 713 916 60 713 916 60 689 770 79,64% 0 Carried

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