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Kaufman & Broad SA — AGM Information 2021
May 20, 2021
1458_iss_2021-05-20_7ae567b0-3370-4f9b-b8e3-3eed4cfd3c29.pdf
AGM Information
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COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING MAY 6, 2021
Number of shareholders present or reprensented to the meeting : 372 Number of shareholder shares present or represented to the meeting : 18,042,479 Number of shareholder votes present or reprensented to the meeting : 22,256,952
GENERAL QUORUM reached
| Resolutions Result |
Votes cast | Exclusions | For | Against | Forbearance |
|---|---|---|---|---|---|
| (in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
|
| of votes | of votes | of votes | of votes | of votes | |
| cast) | cast) | cast) | cast) | cast) |
| RESOLUTIONS SUBMITTED TO ORDINARY SHAREHOLDERS' MEETING | ||||||||
|---|---|---|---|---|---|---|---|---|
| 1. | Review and approval of the statutory financial statements for the fiscal year ended November 30, 2020 |
Adopted | 22,256,952 83.10% |
- | 22,239,308 99.998% |
540 0.002% |
17,104 0.077% |
|
| 2. | Appropriation of earnings for the fiscal year ended November 30, 2020 |
Adopted | 22,256,952 83.10% |
- | 22,215,275 99.81% |
41,540 0.19% |
37 0.00% |
|
| 3. | Examination and approval of the consolidated financial statements for the fiscal year ended November 30, 2020 |
Adopted | 22,256,952 83.10% |
- | 22,239,308 99.998% |
540 0.002% |
17,104 0.077% |
|
| 4. | Review and approval of agreements referred to in Article L. 225-38 of the Commercial Code |
Adopted | 22,256,952 83.10% |
- | 22,224,110 100.00% |
540 0.00% |
37 0.00% |
|
| 5. | Approval of the compensation policy for the Chairman and Chief Executive Officer |
Adopted | 22,206,452 82.86% |
50,000 0.23% |
22,046,453 99.28% |
159,045 0.72% |
1,454 0.01% |
|
| 6. | Approval of the remuneration policy for directors |
Adopted | 22,256,452 83.09% |
500 0.00% |
22,198,640 99.74% |
57,219 0.26% |
593 0.00% |
| Resolutions | Votes cast | For | Against | Forbearance | |
|---|---|---|---|---|---|
| Result | (in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
|
| of votes | of votes | of votes | of votes | ||
| cast) | cast) | cast) | cast) |
| 7. | Approval of fixed, variable and exceptional items making up the total compensation and benefits of any kind paid during the fiscal year ended November 30, 2020 or allocated for the same fiscal year to the Chairman - Chief Executive Officer |
Adopted | 22,206,952 82.86% |
50,000 0.00% |
20,900,426 94.50% |
1,217,348 5.50% |
89,180 0.40% |
|---|---|---|---|---|---|---|---|
| 8. | Approval of the information mentioned in Article L.22-10-9 -I of the Commercial Code |
Adopted | 22,256,952 | - | 22,224,087 | 32,828 | 37 |
| 83.10.% | 99.85% | 0.15% | 0.00% | ||||
| 9. | Recognition of the expiration of the term of office of Mr. Nordine HACHEMI, renewal of the term of office of Mr. Nordine HACHEMI for a period of three years |
Adopted | 22,256,952 | - | 20,998,776 | 1,588,139 | 37 |
| 83.10% | 92.87% | 7.14% | 0.00% | ||||
| 10. | Recognition of the expiration of the director mandate of Mr. André MARTINEZ, appointment of a new director for a period of three years |
Adopted | 22,256,952 | - | 22,170,970 | 85,880 | 102 |
| 83.10% | 99.61% | 0.37% | 0.00% | ||||
| 11. | Recognition of the expiration of the term of office of Mrs. Sylvie CHARLES, renewal of the term of office of Mrs. Sylvie CHARLES for a period of three years |
Adopted | 22,256,952 83.10% |
- | 22,181,760 99.66% |
75,155 0.34% |
37 0.00% |
| 12. | Recognition of the expiration of the term of office of Mrs. Sophie LOMBARD, renewal of the term of office of Mrs. Sophie LOMBARD for a period of three years |
Adopted | 22,256,952 | - | 21,990,057 | 266,858 | 37 |
| 83.10% | 98.80% | 1.20% | 0.00% | ||||
| 13. | Recognition of the expiration of the term of office of Mrs. Lucile RIBOT, renewal of the term of office of Mrs. Lucile RIBOT for a period of three years |
Adopted | 22,256,952 | - | 22,238,216 | 18,699 | 37 |
| 83.10% | 99.92% | 0.08% | 0.00% | ||||
| 14. | Recognition of the expiration of the mandate of director representing the employee shareholders of Mrs. Karine NORMAND, renewal of the mandate of director of Mrs. Karine |
Adopted | 22,256,952 | - | 22,237,292 | 18,699 | 1,051 |
| Resolutions | Result | Votes cast | For | Against | Forbearance |
|---|---|---|---|---|---|
| (in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
||
| of votes | of votes | of votes | of votes | ||
| cast) | cast) | cast) | cast) |
| NORMAND for a period of three years |
83.10% | 99.92% | 0.08% | 0.00% | |||
|---|---|---|---|---|---|---|---|
| 15. | Recognition of the expiration of the term of office as director of Mrs. Caroline PUECHOULTRES, appointment of a new director for a period of three years |
Adopted | 22,256,952 83.10% |
- | 22,140,078 99.48% |
116,837 0.53% |
37 0.00% |
| 16. | Recognition of the expiration of the terms of office of ERNST & YOUNG AUDIT, statutory auditor of the Company and of AUDITEX, deputy auditor of the Company; appointment of statutory auditors for a period of six fiscal years |
Adopted | 22,256,952 83.10% |
- | 20,107,516 90.34% |
2,149,399 9.66% |
37 0.00% |
| 17. | Recognition of the expiration of the mandates of DELOITTE & ASSOCIES, statutory auditor of the Company and of B.E.A.S., deputy auditor of the Company; appointment of statutory auditors for a period of six fiscal years |
Adopted | 22,256,952 83.10% |
- | 22,244,175 99.94% |
12,740 0.06% |
37 0.00% |
| 18. | Authorization to be granted to the board of directors, for a period of eighteen months, for the purpose of purchasing by the company its own shares |
Adopted | 22,256,952 83.10% |
- | 22,205,810 99.91% |
20,661 0.09% |
30,481 0,14% |
| 31. | Powers for completing formalities | Adopted | 22,256,952 83.10% |
- | 22,256,377 100.00% |
540 0.00% |
35 0.00% |
| RESOLUTIONS SUBMITTED TO EXTRAORDINARY SHAREHOLDERS' MEETING | ||||||||
|---|---|---|---|---|---|---|---|---|
| 19. | Authorization to be granted to the board of directors, for a period of twenty-six months, for the purpose of canceling shares held by the Company following the repurchase of its own shares |
Adopted | 22 256 952 | - | 22,255,296 | 1,619 | 37 | |
| 83,10% | 10.00% | 0.00% | 0.00% | |||||
| 20. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of increasing the share capital by |
Adopted | 22 256 952 | - | 22,256,375 | 540 | 37 | |
| incorporation of reserves or premiums | 83,10% | 100.00% | 0.00% | 0.00% | ||||
| 21. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing ordinary shares and / or equity securities giving access to other equity securities or giving the right to the allocation of debt securities and / or |
Adopted | 22 256 952 | - | 21,171,112 | 85,803 | 37 | |
| marketable securities giving access to equity securities to be issued by the Company with maintenance of shareholders' preferential subscription rights |
83,10% | 9.61% | 0.39% | 0.00% | ||||
| 22. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing ordinary shares and / or equity securities giving access to other equity securities or giving the right to the |
Adopted | 22 256 952 | - | 21,603,813 | 653,813 | 37 | |
| allocation of debt securities and / or marketable securities giving access to equity securities to be issued by the |
83,10% | 97.06% | 2.94% | 0.00% |
| Votes cast | For | Against | Forbearance | ||
|---|---|---|---|---|---|
| Resolutions | Result | (in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
| of votes | of votes | of votes | of votes | ||
| cast) | cast) | cast) | cast) |
| Company, with cancellation of shareholders' preferential subscription rights, within the framework of public offers other than those referred to in l Article L.411-2 of the Monetary and Financial Code |
|||||||
|---|---|---|---|---|---|---|---|
| Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing ordinary shares, and / or equity securities giving access to other equity securities or giving rights to the allocation of debt securities, and / or marketable |
22 256 952 | 21,098,191 | 1,158,724 | 37 | |||
| 23. | securities giving access to equity securities to be issued by the Company, with cancellation of shareholders' preferential subscription rights, within the framework of public offers referred to in 1 of Article L.411-2 of the Monetary and Financial Code |
Adopted | 83,10% | 94.80% | 5.21% | 0.00% | |
| 24. | Authorization to be granted to the board of directors, for a period of twenty-six months, in the event of the issue of ordinary shares, and / or equity securities giving access to other equity securities or giving right to the allocation of debt securities, and / or marketable securities giving access to equity securities to be |
Adopted | 22 256 952 | - | 21,052,836 | 1,204,079 | 37 |
| issued by the Company with cancellation of shareholders' preferential subscription rights, to set the issue price according to the terms set by the general meeting within the limit of 10% of the share capital |
83,10% | 94.60% | 5.41% | 0.00% | |||
| 25. | Authorization to be granted to the board of directors, for a period of twenty-six months, in order to increase the number of securities to be issued in the event of a capital increase with maintenance or with elimination of shareholders' preferential subscription rights |
Adopted | 22 256 952 | - | 21,044,163 | 1,212,752 | 37 |
| 83,10% | 94.45% | 5.45% | 0.00% | ||||
| 26. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing shares or equity securities giving access to other equity securities or giving the right to the allocation debt securities as remuneration for contributions in kind of equity securities or marketable securities giving access to the capital |
Adopted | 22 256 952 | - | 22,131,859 | 123,066 | 37 |
| within the limit of 10% of the share capital | 83,10% | 99.44% | 0.56% | 0.00% | |||
| 27. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing shares and / or equity securities giving access to other equity securities or to the allocation debt securities as remuneration for securities contributed to any public exchange offer initiated by the Company |
rejected | 22 256 952 | - | 14,168,813 | 8,088,102 | 37 |
| 83,10% | 63.66% | 36.34% | 0.00% | ||||
| 28. | Delegation of authority to be granted to the board of directors, for a period of twenty-six months, for the purpose of issuing shares and / or securities giving access to the Company's shares to be issued with cancellation of the |
Adopted | 22 256 952 | - | 22,131,871 | 125,044 | 37 |
| Votes cast | For | Against | Forbearance | ||
|---|---|---|---|---|---|
| Resolutions | Result | (in number and proportion |
(in number and proportion |
(in number and proportion |
(in number and proportion |
| of votes | of votes | of votes | of votes | ||
| cast) | cast) | cast) | cast) |
| preferential subscription right of shareholders, for the benefit of members of the group's Company Savings Plan (s) for an amount of 3% of the capital |
83,10% | 99.44% | 0.56% | 0.00% | |||
|---|---|---|---|---|---|---|---|
| 29. | Authorization to be granted to the board of directors, for a period of thirty-eight months, for the purpose of allocating free shares to be issued or existing for the benefit of employees and / or executive corporate officers of the Company and related entities |
Adopted | 22 256 952 | - | 21,589,949 | 579,240 | 87,763 |
| 83,10% | 97.39% | 2.61% | 0.39% | ||||
| Setting of the general ceilings for delegations of authority at a nominal amount of (i) € 2,270,000 for all capital increases through the issue of shares or equity securities giving access to other equity securities or securities giving access to equity securities to be issued, (ii) € 568,000 for capital increases through |
22 256 952 | 22,129,522 | 127,393 | 37 | |||
| 30. | the issue of shares or equity securities giving access to other equity securities or securities securities giving access to equity securities to be issued with cancellation of preferential subscription rights and (iii) € 500,000,000, for issues of debt securities giving the right to the allocation of a capital or debt security; setting specific ceilings for capital increases likely to result from the allocation of free shares |
Adopted | 83,10% | - | 99.43% | 0.57% | 0.00% |
This press release is available at www.kaufmanbroad.fr
Chief Financial Officer
Bruno Coche +33 (0)1 41 43 44 73 [email protected]
Press Relations DGM Conseil Thomas Roborel de Climens - +33 (0)6 14 50 15 84 [email protected]
Kaufman & Broad: Emmeline Cacitti +33 (0)6 72 42 66 24 / [email protected]
About Kaufman & Broad - Kaufman & Broad has been designing, developing, building, and selling single-family homes in communities, apartments, and offices on behalf of third parties for more than 50 years. Kaufman & Broad is one of the leading French developers-builders due to the combination of its size and profitability, and the strength of its brand.
The Kaufman & Broad Registration Document was filed with the French Financial Markets Authority ("AMF") under No. 21-0239 on March 31, 2021. It is available on the AMF (www.amf-france.org) and Kaufman & Broad (www.kaufmanbroad.fr) websites. It contains a detailed description of Kaufman & Broad's business activities, results, and outlook, as well as the associated risk factors. Kaufman & Broad specifically draws attention to the risk factors set out in Chapter 4 of the Registration Document. The occurrence of one or more of these risks might have a material adverse impact on the Kaufman & Broad.
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