Wendel Se · EURONEXT:MF
Wendel — Shareholder Meeting (May 2024)
90 slides from Wendel's shareholder meeting presentation, May 16, 2024
Slide 1: Shareholders' Meeting
Shareholders’ Meeting Assemblée générale MAY 16, 2024
Slide 2: Agenda
Agenda 2023 highlights & portfolio performance by Laurent Mignon, Group CEO 2024 and recent events by David Darmon, Member of the Executive Board and Group Deputy CEO ESG performance by Christine Anglade, Director of Sustainable Development and Communication, Executive Board Advisor Governance and c
Slide 3: 2023 highlights & portfolio performance
2023 highlights & portfolio performance Laurent Mignon, Group CEO Shareholder’s Meeting | 05.16.2024 3
Slide 4: 2023 kick starts Wendel's transformation journey
2023 kick starts Wendel’s transformation journey Principal Asset Return to Investments Management Shareholders Assets turnover & Good Building an Asset Higher dividend policy Operational Performance Management platform in private assets Acquisition of Scalian Sale of Constantia Flexibles 4 direct in
Slide 5: 2023 financial highlights: strong financial flexibility
2023 financial higlights: strong financial flexibility Strong performance of Significant 2023 NAV impacted portfolio companies financial flexibility by listed assets NAV €160.2, down 2.7%(3) YoY, including dividend Consolidated sales of €7.1bn, Ample liquidity: €2.2 billion(1) up +5.7% overall, incl
Slide 6: Net Asset Value per share bridge in 2023
Net Asset Value per share bridge in 2023 -2.7% In euro per share 167.9 +8.8 163.4 +3.2 160.2 -2.8 -3.2 -10.5 Share prices(1): BVI: -7.1% IHS: -25.2% Tarkett: -19.0% 22 ts NAV at id 0 id Pro forma /2 se ts gr pa r pa as of ed 12 s NAV as of 31/12/2023 / a sse he d te d 1 d t f3 a en 31/12/2023 in n t
Slide 7: Return to shareholders: higher dividend policy is starting now
Return to shareholders: higher dividend policy is starting now Proposing a €4.00 per share dividend, up +25% Representing a yield of 4.4%(1) on Share Price and 2.5% of NAV c. 475,000 Wendel shares already repurchased(2) for €39.5 million +8% CAGR €4.00 2023 dividend to be proposed today €3.20 €2.90
Slide 8: 2023 performance of Group's companies
2023 performance of Group’s companies Organic EBITDA, Op. profit Sales Δ Margin growth for BVI (1) Bureau Veritas €5,868m +3.8 % +8.5% €930m 15.9% ACAMS $103m +4.5% n.a $25m 23.9% Crisis Prevention $138m +15.2% +15.6% $69m 49.6% Institute Scalian €541m +15.7% n.a €66m 12.2% Stahl €914m - 0.2% - 8.3%
Slide 9: Leverage – Net debt at low level and strong resilience of LTV
Leverage – Net debt at low level and strong resilience of LTV Low LTV 52.0% 47.5% 36.7% 32.6% 31.9% 34.4% 22.9% 12.2% 10.3% 6.1% 6.0% 6.2% 5.8% 9.6% (1) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 (1) Proforma of the disposal of Constantia, acquisition of IK Partners, spons
Slide 10: 2023 is the beginning of Wendel's transformation journey
2023 is the beginning of Wendel’s transformation journey June 22 : Laurent Mignon becomes Chairman of Bureau Veritas March 17: July 31: Sale of Constantia Flexibles Announcement of New March 22: Wendel (c. €1.1bn of proceeds, above NAV Strategic Orientations announces the successful valuation) issue
Slide 11: Q1 2024 portfolio performance & update
Q1 2024 portfolio performance & update David Darmon, Member of the Executive Board, Group Deputy CEO Shareholder’s Meeting | 05.16.2024 11
Slide 12: Q1 2024 trading update key highlights
Q1 2024 trading update key highlights Solid growth of consolidated sales Q1 2024 consolidated sales of €1,848m, up 11.7% overall and 6.9% organically NAV : €178.1 per share (as of March 31, 2024), up +11.2% since Dec 31, 2023 • Increase fully attributable to Bureau Veritas' share price appreciation
Slide 13: Q1 consolidated sales up +11.7% overall and +6.9% organically
Q1 consolidated sales up +11.7% overall and +6.9% organically Organic External Sales Δ FX impact growth growth Bureau Veritas €1,439.5m +2.5% +8.0% +0.1% -5.6% Stahl (1) €225.6m +9.8% +0.5% +10.9% -1.6% Scalian (2) €137.5m n.a n.a n.a n.a Scalian as of March 31, 2024 €140.6m +1.3% +0.2% CPI €26.7m +
Slide 14: NAV of €178.1 as of March 31, 2024
NAV of €178.1 as of March 31, 2024 (in millions of euros) March 31, 2024 Listed equity investments Number of shares Share price(1) 4,628 • Bureau Veritas 160.8 million €27.4 4,411 • IHS 63.0 million $3.0 176 • Tarkett €9.2 41 Investments in unlisted assets(2) 3,290 Other assets and liabilities of We
Slide 15: Net Asset Value up +11.2% year-to-date
Net Asset Value up +11.2% year-to-date 178.1 +17.1 +1.0 € per share Unlisted -0.2 Assets Other 160.2 Listed Assets +23.4% increase in Bureau Veritas’ 20-day average share price in Q1 NAV per share NAV per share as of as of Dec. 31, 2023 March 31, 2024 Shareholder’s Meeting | 05.16.2024 15
Slide 16: Wendel is financed at 2.4% average cost with no maturity before 2026
Wendel is financed at 2.4% average cost with no maturity before 2026 c.€2.3bn cash + €875m undrawn credit facility extended to July 2028 Weighted average Cash available cost of bond debt: 2023 2.4% Exchangeable bonds into Bond maturity Bureau Veritas’ shares 750 (25% premium) in €m Average maturity:
Slide 17: Q1 2024 key takeaways
Q1 2024 key takeways A dynamic start of the year for Wendel and at our portfolio companies Deployment of our new strategic directions detailed during our Investor Day back in December 2023 With €3.6bn(1) of total liquidity, Wendel has the firepower to invest in permanent capital and to build an Asse
Slide 18: ESG performance
ESG performance Christine Anglade, Sustainable Development and Communication Director, Executive Board Advisor Shareholder’s Meeting | 05.16.2024 18
Slide 19: Wendel's ESG performance rewarded through ratings and distinctions
Wendel’s ESG performance rewarded through ratings and distinctions Best Worst Score 2023 Score 2022 66 72 World and 50 20 Europe 66 AA AA AAA AA A BBB BB B CCC A- B A A- B/B- C/C- D/D- Negligible risk Negligible risk High (top 1% of the sector) Low risk Medium Negligible Risk 58/100 58/100 58/100 B-
Slide 20: Progression of the ESG performance of the consolidated portfolio
Progression of the ESG performance of the consolidated portfolio(1) on the 4 Wendel priorities Employee health and safety Workplace accident frequency rate at 0.74 Portfolio decarbonization - 15% compared to 2022 on a like for like basis 90% of the Wendel Group portfolio’s emissions come from compan
Slide 21: Constantia Flexibles' case study 2015-2022: years of ESG transformation
Constantia Flexibles’ case study 2015-2022: 7 years of ESG transformation Commitments and results on climate Employee health and safety • SBTi approved in 2018 – below 2° Workplace accident frequency rate -17%Portfolio decarbonization of GHG emissions scopes 1, 2 and 3 - 84% from 13.4 in 2014 to 2.2
Slide 22: Governance and compensation
Governance and compensation Gervais Pellissier, Vice Chairman of the Supervisory Board and Lead Independent Member Shareholder’s Meeting | 05.16.2024 22
Slide 23: Supervisory Board
Supervisory Board Priscilla de Moustier William D. Torchiana Nicolas ver Hulst Gervais Pellissier Franca Chair of the Governance and Chairman Vice-President Bertagnin Benetton Sustainability Committee Lead Member Chair of the Audit, Risks and Compliance Committee Bénédicte Coste Fabienne Harper Mate
Slide 24: Supervisory Board and Committees
Supervisory Board and Committees Renewal Thomas de Villeneuve (resolution 6) for 4 years Audit, Risks and Compliance Committee Governance and Sustainability Committee Gervais Pellissier, Chairman William Torchiana, Chairman Franca Bertagnin Benetton Bénédicte Coste Fabienne Lecorvaisier Priscilla de
Slide 25: Executive Board
Executive Board Laurent Mignon David Darmon Chairman of the Executive Board Member of the Executive Board (Group CEO) (Group Deputy CEO) as of December 2, 2022 as of September 9, 2019 Ongoing term until April 6, 2025 Shareholder’s Meeting | 05.16.2024 25
Slide 26: Executive Board 2023 compensation
Executive Board 2023 compensation pages 90 to 112 of the 2023 Universal Registration Document Resolution 8 : General information on 2023 corporate officers’ compensation Resolution 9 : Compensation of Laurent Mignon, Executive Board Chairman Resolution 10 : Compensation of David Darmon, Executive Bo
Slide 27: 2023 short term compensation and other items
2023 short term compensation and other items Compliant with the compensation policy approved by the 2023 Shareholders’ Meeting Fixed and variable compensation Laurent Mignon David Darmon Fixed compensation € 1 300 000 € 770 000 Awarded variable compensation € 1 355 900 € 803 110 Other items / benefi
Slide 28: 2023 variable compensation – Achievement rate of objectives
2023 variable compensation – Achievement rate of objectives Compliant with the compensation policy approved by the 2023 Shareholders’ Meeting Achievement Weighting Part of variable max. Financial objectives 85.7% 65% 55.7% Non-financial objectives 100% 35% 35% Total 90.7% Financial objectives: Perfo
Slide 29: 2023 long term compensation
2023 long term compensation Compliant with the compensation policy approved by the 2023 Shareholders’ Meeting Laurent Mignon David Darmon Stock options 35 403 20 969 Performance shares 37 701 22 330 Presence condition: 4 years (with partial acquisition thresholds after 2 years) Performance condition
Slide 30: André François-Poncet's 2022 short term compensation paid in 2023
André François-Poncet’s 2022 short term compensation paid in 2023 André François-Poncet’s term of office as a member of the Executive Board ended on December 1, 2022 The compensation items paid to him in 2023 were: § variable portion for 2022, paid in June 2023 (€1 288 000) § gross profit share for
Slide 31: Executive Board 2024 compensation policy
Executive Board 2024 compensation policy pages 81 to 88 of the 2023 Universal Registration Document Resolution 13: Executive Board Chairman Resolution 14: Executive Board member Shareholder’s Meeting | 05.16.2024 31
Slide 32: 2024 compensation structure
2024 compensation structure Stable compensation policy since 2021 (renewal year of the Executive Board) Balanced and challenging structure: annual without performance 51% compensation 24% conditions long term with performance compensation 49% conditions 76% Shareholder’s Meeting | 05.16.2024 32
Slide 33: 2024 short term compensation and other items
2024 short term compensation and other items Fixed compensation Unchanged • € 1 300 000 for the Executive Board Chairman • € 770 000 for the Executive Board member Variable compensation • maximum 115 % of fixed compensation Other items and benefits of all kinds, in particular: • profit sharing plans
Slide 34: 2024 variable compensation - Objectives
2024 variable compensation - Objectives Changes versus 2023 are highlighted in green Weighting Financial objectives 65% Bureau Veritas performance 20% Performance of the Principal investments business (Stahl, CPI, 20% ACAMS, Tarkett, Scalian) Performance of the Third-party asset management business
Slide 35: 2024 long term compensation
2024 long term compensation Performance conditions assessed over 4 years • stock options: ESG performance condition linked to the « S » updated as follows: at least 85% of Wendel employees must have attended, each year, a training course on generative artificial intelligence • performance shares: un
Slide 36: Supervisory Board compensation
Supervisory Board compensation pages 81, 82, 89 and 112 of the 2023 Universal Registration Document Resolution 12: 2023 compensation of Nicolas ver Hulst, Supervisory Board Chairman Resolution 15: Supervisory Board members 2024 compensation policy Shareholder’s Meeting | 05.16.2024 36
Slide 37: 2023 compensation of the Supervisory Board Chairman
2023 compensation of the Supervisory Board Chairman Compliant with the compensation policy approved by the 2023 Shareholders’ Meeting Nicolas ver Hulst Meetings-related compensation € 100 000 (fixed and variable) Specific compensation € 250 000 Shareholder’s Meeting | 05.16.2024 37
Slide 38: 2024 compensation policy of the Supervisory Board members
2024 compensation policy of the Supervisory Board members Unchanged Unchanged compensation structure • budget: maximum € 900 000 • amounts: Fixed portion Variable portion Total maximum (45%) (55%)** compensation Board Chairman € 45 000 € 55 000 € 100 000 Board member € 22 500 € 27 500 € 50 000 Commi
Slide 39: Resolutions presentation
Resolutions presentation Caroline Bertin-Delacour, General Counsel Shareholder’s Meeting | 05.16.2024 39
Slide 40: Agenda – Resolutions
Agenda Resolutions OGM / EGM 2023 fiscal year Financial statements 1 to 5 Regulated related-party agreements Governance Renewal of a Supervisory Board member 6 Appointment for the certification of sustainability 7 information Compensation (2023 ex post say on pay) 8 to 12 Compensation (2024 ex ante
Slide 41: Financial statements and dividend
Financial statements and dividend OGM 1st resolution 2nd resolution Approval of Wendel SE financial statements Approval of consolidated financial statements Net income: €197 million Net income – Group share: €142.4 million 3rd resolution €4.00/share dividend § Ex-dividend date: May 21, 2024 § Divide
Slide 42: Regulated related-party agreements
Regulated related-party agreements OGM 4th resolution: Agreements with certain corporate officers § with Laurent Mignon, David Darmon, Harper Mates and Sophie Tomasi: co-investments in Scalian, Brigad, Tadaweb, Preligens and Aqemia 5th resolution: Agreement with Wendel-Participations § amendment to
Slide 43: Renewal of a Supervisory Board member / appointment for sustainability certification
Renewal of a Supervisory Board member / appointment for the certification of sustainability OGM information 6th resolution Renewal of Thomas de Villeneuve § for 4 years - until the 2028 Shareholders’ Meeting 7th resolution Appointment of Deloitte & Associés and Ernst & Young Audit as Statutory Audit
Slide 44: Compensation
Compensation OGM 8th resolution 2023 compensation report for members of the Executive Board and members of the Supervisory Board 9th, 10th, 11th and 12th resolutions 13th, 14th and 15th resolutions 2023 compensation items of Laurent Mignon, David 2024 compensation policy for members of Darmon, André
Slide 45: Financial authorizations – Share buyback program and share capital reduction
Financial authorizations – Share buyback program and share capital reduction OGM/ EGM 16th resolution / OGM 17th resolution / EGM Wendel share buyback: Share capital reduction: § J€250 maximum purchase price § up to 10 % of the share capital by 24-month periods § up to 10% of the share capital § for
Slide 46: Financial authorizations – Share capital increases (1/2)
Financial authorizations – Share capital increases (1/2) EGM Common terms § 26 months duration § mandatory prior authorization of the Supervisory Board before launch decision of the Executive Board § no use of these delegations during a public offer on Wendel’s securities 18th resolution Cap § globa
Slide 47: Financial authorizations – Share capital increases (2/2)
Financial authorizations – Share capital increases (2/2) EGM 23rd resolution Issuance increase in the event of over-subscription § for share capital increases with preferential subscription rights, public offerings and private placement § up to 15% of the initial issuance 24th resolution Share capit
Slide 48: Financial authorizations – Employee shareholding
Financial authorizations – Employee shareholding EGM 27th resolution 28th and 29th resolutions Capital increase reserved for members of the Stock options and performance shares grants to Group savings plans corporate officers and employees § up to €200 000 § overall cap of 1% of share capital § spec
Slide 49: Powers for legal formalities
Powers for legal formalities OGM 30th resolution Powers for legal formalities Shareholder’s Meeting | 05.16.2024 49
Slide 50: Statutory auditors reports
Statutory auditors reports Mansour Belhiba, Deloitte & Associés Shareholder’s Meeting | 05.16.2024 50
Slide 51: Reports of the auditors
Reports of the auditors 1. Report on the Wendel consolidated financial statements (Universal Registration Document pages 293-298) 2. Report on the Wendel annual financial statements (Universal Registration Document pages 319-322) 3. Special report on related-party agreements (Universal Registration
Slide 52: Reports on the consolidated and annual financial statements
Reports on the consolidated and annual financial statements Title of report Opinion Justification of Assessments – Key Audit Matters Report on the annual - Valuation of investments in subsidiaries and associates, and loans and financial statements Unqualified opinion advances connected with investme
Slide 53: Statutory Auditors' special report on related-party agreements
Statutory Auditors’ special report on related-party agreements Title of report Observations ► Agreements submitted for approval to the Annual General meeting ► Agreements authorized and concluded during the past year ► With Mr. Laurent Mignon, Mr. David Darmon, Mrs. Harper Mates and Mrs. Sophie Toma
Slide 54: Reports pertaining to resolutions of the Extraordinary Meeting
Reports pertaining to resolutions of the Extraordinary Meeting Period of authorization Resolution Subject Terms granted to the Executive Board Authorization given to the Executive ► Up to a limit of 10% of the share capital for periods of twenty- N°17 Board to reduce the share 26 months four months
Slide 55: Reports pertaining to resolutions of the Extraordinary Meeting
Reports pertaining to resolutions of the Extraordinary Meeting Period of authorization Resolution Subject Terms granted to the Executive Board Increase of the share capital through the issue of shares or securities ► The maximum nominal amount of the capital increases that N°27 giving access to the
Slide 56: Reports pertaining to resolutions of the Extraordinary Meeting
Reports pertaining to resolutions of the Extraordinary Meeting Period of authorization Resolution Subject Terms granted to the Executive Board ► The total number of shares that may be allocated in respect of this authorization may not represent more than 1% of the share Free allocation of existing s
Slide 57: Report not pertaining to resolution of the Shareholders Meeting
Report not pertaining to resolution of the Shareholders Meeting Title of report Opinion ► Conclusion of moderate assurance on the consolidated declaration of non- financial performance in accordance with Article L. 225-102-1 of the French Commercial Code: • We inform you that, based on our work, we
Slide 58: Questions / Answers
Questions / Answers Shareholder’s Meeting | 05.16.2024 58
Slide 59: Vote on resolutions
Vote on resolutions Caroline Bertin-Delacour, General Counsel Shareholder’s Meeting | 05.16.2024 59
Slide 60: Approval of the parent company financial statements for 2023
Resolution n°1 Approval of the parent company financial statements for 2023 § Net income: €197 million Shareholder’s Meeting | 05.16.2024 60
Slide 61: Approval of the consolidated financial statements for 2023
Resolution n°2 Approval of the consolidated financial statements for 2023 § Net income, Group share: €142.4 million Shareholder’s Meeting | 05.16.2024 61
Slide 62: Net income allocation, dividend approval and dividend payment
Resolution n°3 Net income allocation, dividend approval and dividend payment § Dividend: €4.00 per share § Ex-dividend date: May 21, 2024 § Dividend payment date: May 23, 2024 Shareholder’s Meeting | 05.16.2024 62
Slide 63: Approval of regulated related-party agreements with corporate officers
Resolution n°4 Approval of regulated related-party agreements entered into with certain corporate officers § Laurent Mignon and David Darmon, members of the Executive Board § Harper Mates and Sophie Tomasi, members of the Supervisory Board representing employees Shareholder’s Meeting | 05.16.2024 63
Slide 64: Approval of a regulated related-party agreement with Wendel-Participations SE
Resolution n°5 Approval of a regulated related-party agreement entered into with Wendel-Participations SE Shareholder’s Meeting | 05.16.2024 64
Slide 65: Renewal of Thomas de Villeneuve at the Supervisory Board
Resolution n°6 Renewal of Thomas de Villeneuve at the Supervisory Board § Term of office: 4 years, until the 2028 Shareholders’ Meeting Shareholder’s Meeting | 05.16.2024 65
Slide 66: Appointment of Statutory Auditors for sustainability information
Resolution n°7 Appointment of Deloitte & Associés and Ernst & Young Audit as Statutory Auditors in charge of certifying sustainability Information § Term of office: 1 year, until the 2025 Shareholders’ Meeting Shareholder’s Meeting | 05.16.2024 66
Slide 67: Approval of the compensation report
Resolution n°8 Approval of the information relating to the compensation previously paid or awarded to the members of the Executive Board and of the Supervisory Board (compensation report) Shareholder’s Meeting | 05.16.2024 67
Slide 68: Compensation of Laurent Mignon for 2023
Resolution n°9 Approval of the compensation items paid during or awarded for 2023 to Laurent Mignon, as Chairman of the Executive Board Shareholder’s Meeting | 05.16.2024 68
Slide 69: Compensation of David Darmon for 2023
Resolution n°10 Approval of the compensation items paid during or awarded for 2023 to David Darmon, as a member of the Executive Board Shareholder’s Meeting | 05.16.2024 69
Slide 70: Compensation of André François-Poncet for 2023
Resolution n°11 Approval of the compensation items paid during or awarded for 2023 to André François-Poncet, as Chairman of the Executive Board until December 1, 2022 Shareholder’s Meeting | 05.16.2024 70
Slide 71: Compensation of Nicolas ver Hulst for 2023
Resolution n°12 Approval of the compensation items paid during or awarded for 2023 to Nicolas ver Hulst, as Chairman of the Supervisory Board Shareholder’s Meeting | 05.16.2024 71
Slide 72: 2024 compensation policy for the Executive Board Chairman
Resolution n°13 Approval of the 2024 compensation policy for the Chairman of the Executive Board Shareholder’s Meeting | 05.16.2024 72
Slide 73: 2024 compensation policy for the Executive Board member
Resolution n°14 Approval of the 2024 compensation policy for the member of the Executive Board Shareholder’s Meeting | 05.16.2024 73
Slide 74: 2024 compensation policy for the Supervisory Board members
Resolution n°15 Approval of the 2024 compensation policy for the members of the Supervisory Board Shareholder’s Meeting | 05.16.2024 74
Slide 75: Authorization to purchase Company shares
Resolution n°16 Authorization given to the Executive Board to purchase Company shares § Ceiling: 10% of share capital § Maximum purchase price: €250 per share § Validity period: 14 months Shareholder’s Meeting | 05.16.2024 75
Slide 76: Authorization to reduce the share capital by cancellation of shares
Resolution n°17 Authorization given to the Executive Board to reduce the share capital by the cancellation of shares § Ceiling: 10% of share capital for periods of 24 months § Validity period: 26 months Shareholder’s Meeting | 05.16.2024 76
Slide 77: Overall ceiling for capital increases
Resolution n°18 Overall ceiling for capital increases § Overall ceiling: 100% of share capital § Sub-ceiling in case of cancellation of preferential subscription rights: 10% of share capital § Validity period: 26 months Shareholder’s Meeting | 05.16.2024 77
Slide 78: Capital increase with preferential subscription rights maintained
Resolution n°19 Delegation of authority granted to the Executive Board to increase the share capital, with preferential subscription rights maintained § Ceiling: 40% of share capital (to be deducted from the overall ceiling of resolution n°18) § Validity period: 26 months Shareholder’s Meeting | 05.
Slide 79: Capital increase without preferential rights, public offering
Resolution n°20 Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, by way of a public offering § Ceiling: 10% of share capital (to be deducted from the overall ceiling and the sub- ceiling of resolution n°18) §
Slide 80: Capital increase without preferential rights, private placement
Resolution n°21 Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, by way of an offer referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code (private placement) § Ceiling: 10% of share
Slide 81: Authorization to set the issue price of shares
Resolution n°22 Authorization granted to the Executive Board to set the issue price of the shares or securities giving access to capital issued with cancellation of preferential subscription rights § Applicable to issuances of resolutions n°20 and n°21 § Ceiling: 10% of share capital over 12 months
Slide 82: Increase in shares issued in the event of over-subscription
Resolution n°23 Delegation of authority granted to the Executive Board to increase the number of shares to be issued in the event of over-subscription, with or without preferential subscription rights § Applicable to issuances of resolutions n°19, 20, 21 and 22 § Ceiling: 15% of the initial issuance
Slide 83: Capital increase as remuneration for contributions in kind
Resolution n°24 Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, as remuneration for contributions in kind § Ceiling: 10% of share capital (to be deducted from the overall ceiling and the sub- ceiling of reso
Slide 84: Capital increase in the context of a public exchange offer
Resolution n°25 Delegation of authority granted to the Executive Board to increase the share capital, with cancellation of preferential subscription rights, in the context of a public exchange offer § Ceiling: 10% of share capital (to be deducted from the overall ceiling and the sub- ceiling of reso
Slide 85: Capital increase by incorporation of reserves, profits, premiums
Resolution n°26 Delegation of authority granted to the Executive Board to increase the share capital by incorporation of reserves, profits, premiums or other items § Ceiling: 50% of share capital (to be deducted from the overall ceiling of resolution n°18) § Validity period: 26 months Shareholder’s
Slide 86: Capital increase for Group Savings Plan members
Resolution n°27 Delegation of authority granted to the Executive Board to increase the share capital with cancellation of preferential subscription rights in favor of members of the Group Savings Plan and the International Group Savings Plan § Ceiling: €200 000 § Validity period: 14 months Sharehold
Slide 87: Authorization to grant stock subscription or purchase options
Resolution n°28 Authorization given to the Executive Board to grant stock subscription or purchase options to the Company’s executive corporate officers and employees § Ceiling: 1% of share capital (common with resolution n°29) § Specific sub-ceiling for Executive Board members § Validity period: 14
Slide 88: Authorization to grant bonus shares
Resolution n°29 Authorization given to the Executive Board to grant bonus shares to the Company’s executive corporate officers and employees § Ceiling: 1% of share capital (common with resolution n°28) § Specific sub-ceiling for Executive Board members § V alidity period: 14 months Shareholder’s Mee
Slide 89: Powers for legal formalities
Resolution n°30 Powers for legal formalities Shareholder’s Meeting | 05.16.2024 89
Slide 90: For more information, please visit www.wendelgroup.com
For more information, please visit www.wendelgroup.com Shareholder’s Meeting | 05.16.2024 90