Casino, Guichard-Perrachon SA · EURONEXT:CO
Casino, Guichard-Perrachon SA — Shareholder Meeting (June 2020)
90 slides from Casino, Guichard-Perrachon SA's shareholder meeting presentation, Jun 17, 2020
Slide 1: 2020 Annual General Meeting
2020 ANNUAL GENERAL MEETING 17 June 2020 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 1
Slide 2: Video: Thanking employees for their actions during the crisis
VIDEO Thanking employees for their actions during the crisis 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 2
Slide 3: Appointment of officers
Appointment of officers In accordance with the powers given by the Board of Directors in connection with the organisation of this general meeting, the Chairman appoints as tellers: Mr Jacques DUMAS, Advisor to the Chairman and shareholder Mr David LUBEK, Chief Financial Officer and shareholder
Slide 4: Agenda: Ordinary General Meeting Deliberations
Agenda Ordinary General Meeting Deliberations Approval of the parent company financial statements for the year ended 31 December 2019 (1 st resolution) Approval of the consolidated financial statements for the year ended 31 December 2019 (2 nd resolution) Allocation of profit for the financial
Slide 5: Agenda: Extraordinary General Meeting Deliberations
Agenda Extraordinary General Meeting Deliberations Authorisation for the Board of Directors to make free allocations of existing or newly-issued shares of the Company to employees of the Company and its related companies; full waiver by shareholders of their preferential subscription rights theret
Slide 6: Contents
Contents 1 ACTIVITY 2 RESULTS 3 CORPORATE SOCIAL RESPONSIBILITY 4 GOVERNANCE 5 REPORTS OF THE STATUTORY AUDITORS 6 RESOLUTIONS 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 6
Slide 7: Video: Business map of the Group
VIDEO Business map of the Group 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 7
Slide 8: Activity
ACTIVITY Jean-Charles Naouri Chairman and Chief Executive Officer 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 8
Slide 9: Specific measures related to the Covid-19 epidemic
Specific measures related to the Covid-19 epidemic Since mid-March the Group has been dealing with the Covid-19 epidemic, which impacted all geographies and businesses. Several specific measures were introduced to meet the Group’s core mission of securing food supply: Employee protection, includin
Slide 10: Acceleration of structural mutations in the sector
Acceleration of structural mutations in the sector The outperformance of convenience formats, urban stores and E-commerce, particularly solicited during the lockdown, has been continuing for several weeks now Strong growth in convenience formats and urban stores benefiting from the influx of new c
Slide 11: Significant events for the Group in 2019
Significant events for the Group in 2019 France Acceleration of strategic repositioning to focus on buoyant formats, with the disposal of Leader Price bringing the total proceeds from signed disposals under the disposal plan to €2.8bn Gross sales under banner up +1.9% on a same-store basis 24%
Slide 12: France – Acceleration of strategic repositioning with the sale of Leader Price
France – Acceleration of strategic repositioning with the sale of Leader Price €2.8bn worth of disposals signed to date, with €1.8bn in proceeds received as of end-2019 On the back of €1.1bn in disposals in 2018, a further €1bn of assets sold in 2019, including store properties, R2C and Vindémia w
Slide 13: Latin America – Completion of the project to simplify the Group's structure
Latin America – Completion of the project to simplify the Group's structure All Latin American operations placed under the umbrella of the Brazilian subsidiary, GPA GPA owns 97% of the capital of the Colombian subsidiary, Éxito, which in turn controls the subsidiaries in Argentina and Uruguay Ca
Slide 14: Progress on strategic priorities in France
Progress on strategic priorities in France 1 Format and category mix 2 E-commerce and digital solutions 3 New businesses: GreenYellow, Data and Data Centers 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 14
Slide 15: Format and category mix
1 Format and category mix Strategic repositioning on premium and convenience formats Disposal of Leader Price Sales and closures of loss-making stores (17 hypermarkets and 18 supermarkets) Launch of commercial synergies between Franprix and Monoprix Extension of the physical partnership and
Slide 16: Video: Franprix & Hema partnership
VIDEO Franprix & Hema partnership 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 16
Slide 17: E-commerce and digital solutions: modernisation of the retail business
2 E-commerce and digital solutions: modernisation of the retail business Autonomous stores Over 300 autonomous stores generating a 0.8% Q4 increase in customer traffic in France, including 2.3% growth in supermarket traffic 45% of payments in hypermarkets and 36% in supermarkets made by smartpho
Slide 18: Video: Digitization of Géant Casino's customer journey
VIDEO Digitization of Géant Casino's customer journey and training of check-out operators 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 18
Slide 19: E-commerce and digital solutions: E-commerce
2 E-commerce and digital solutions: E-commerce Extended leadership for Cdiscount GMV* close to €4bn, up 9% organically Marketplace share in GMV at 38.1%, up 3.7pts +3.4pts contribution of B2C services to the growth of GMV Expansion of the international platform, with GMV up 85% in Q4 Growth
Slide 20: Video: Cdiscount & Marketplace vendors partnership
VIDEO Cdiscount & Marketplace vendors partnership 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 20
Slide 21: Video: Monoprix & Ocado partnership
VIDEO Monoprix & Ocado partnership 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 21
Slide 22: New businesses: GreenYellow, Data and Data Centers
3 New businesses: GreenYellow, Data and Data Centers Faster development of GreenYellow Tripling of the photovoltaic pipeline to 451MWp at end-2019 EBITDA of €76m in 2019 Geographic expansion in Asia, Latin America, Africa and the Indian Ocean region Development of innovations: floating solar
Slide 23: Video: ScaleMax & Qarnot partnership
VIDEO ScaleMax & Qarnot partnership 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 23
Slide 24: Results
RESULTS David Lubek Chief Financial Officer 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 24
Slide 25: 2019 key figures
2019 key figures Change 2018 at constant In €m – Post-IFRS 16 restated 2019 Change exch. rates Net sales 34,329 34,645 +0.9% +4.2%* EBITDA 2,669 2,640 -1.1% +0.6% Trading Profit 1,364 1,292 -5.3% -3.1% Trading Profit, 1,252 1,292 +3.2% +5.5% excl. tax credits Underlying net profit, 327 212 -35.4% -3
Slide 26: 2019 consolidated net sales: +4.2% organic growth
2019 consolidated net sales: +4.2% organic growth* In €m +2.0% +4.2% -3.2% 698 987 +2.2% +0.9% 605 35,632 34,645 34,329 2018 sales Same-store growth Expansion Organic sales excluding Change, scope, fuel 2019 sales excluding calendar calendar effect and calendar effects effect * Excluding fuel and ca
Slide 27: France Retail results – 2019
France Retail results – 2019 In €m – Post-IFRS 16 2018 restated 2019 Change Consolidated net sales 16,786 16,322 +0.3%* EBITDA 1,413 1,467 +3.8% EBITDA margin (%) 8.4% 9.0% +57bps Trading Profit 618 676 +9.4% Retail 557 622 +11.6% Retail trading margin (%) 3.3% 3.8% +49bps Property development 61 54
Slide 28: E-Commerce (Cdiscount) results – 2019
E-Commerce (Cdiscount) results – 2019 In €m – Post-IFRS 16 2018 restated 2019 Change Organic change GMV* 3,646 3,899 +7.0% +9.1%** Consolidated net sales 1,965 1,966 +0.0% EBITDA 39 69 +77.5% EBITDA margin (%) 2.0% 3.5% +153bps Trading Profit (12) 4 n.m. Trading margin (%) -0.6% 0.2% +83bps GMV up
Slide 29: Latin America results – 2019
Latin America results – 2019 2018 Change In €m – Post-IFRS 16 restated 2019 Change at constant exch. rates Consolidated net sales 15,577 16,358 +5.0% +9.7%* o/w GPA 11,416 12,290 +7.7% +11.0%* o/w Grupo Éxito 4,153 4,053 -2.4% +6.2%* EBITDA excl. tax credits 1,106 1,104 -0.1% +3.9% EBITDA margin exc
Slide 30: Underlying diluted earnings per share
Underlying diluted earnings per share In €m – Post-IFRS 16 2018 restated 2019 Weighted average number of ordinary shares before dilution 108,388,996 107,924,134 Underlying net profit, Group share (in €m) 327 212 Dividends payable on perpetual deeply-subordinated bonds (TSSDI) (in €m) (48) (37) Under
Slide 31: Change in net debt by entity
Change in net debt by entity In €m – Post-IFRS 16 2018 restated Change over the period 2019 France Retail (2,724) +441 (2,282) E-commerce (Cdiscount) (199) -22 (221) Latam Retail (1,018) -532 (1,550) o/w GPA (200) -1,775 (1,975) o/w Éxito (423) +1,060 638 o/w Segisor (389) +204 (185) Latam Electroni
Slide 32: 2019 simplified cash-flow statement (continuing operations)
2019 simplified cash-flow statement (continuing operations) In €m SOURCES USES Operating cash-flow including rents* 1,215 Investments 1,107 Asset disposals 890 Taxes 259 (incl. asset disposal plan) Working capital requirement 92 Free cash flow** 831 * Including rental expense, i.e. repayments of lea
Slide 33: Performance post lockdown in France
Performance post lockdown in France Same-store sales growth* 4W as of 8 June 2020 Monoprix +5.1% Casino Supermarkets** +9.0% Franprix +12.4% Convenience +20.2% Géant** -1.5% France +6.1% Cdiscount GMV +27.0% In France, same-store growth of +6.1% over the last 4 weeks*. The over performance of urba
Slide 34: The Group has over 43,000 individual shareholders, representing 17% of capital
The Group has over 43,000 individual shareholders, representing 17% of capital At 31/12/2019 Number of shares held by individual shareholders (in million) 18.8 Number of individual shareholders 43,487 % of capital 17.3% The Group has 43,000 individual shareholders or 17% of the capital at the end
Slide 35: Shareholders' Consultative Committee works in 2019
Shareholders' Consultative Committee works in 2019 24 September 2019 meeting • Review of the 2019 Annual general meeting and the 2019 half-year results • Discussion with Mr. Otmane Hajji, Chairman and CEO of GreenYellow 2 June 2020 meeting • Discussion with Mr. Cyril Bourgois, Director of Strate
Slide 36: Corporate Social Responsibility
CORPORATE SOCIAL RESPONSIBILITY Matthieu Riché 2020 ANNUAL GENERAL MEETING ▪ Wednesday, 17 June 2020 ▪ 36
Slide 37: Casino Group fully mobilized during the Covid-19 crisis
Casino Group fully mobilized during the Covid-19 crisis The Covid-19 crisis shone a spotlight on the essential role of our employees and our business, highlighting the Group’s contribution to society Ensuring everyone has access to HEALTHY and RESPONSIBLE food by working with all of our stakeholde
Slide 38: This unprecedented mobilization was channelled into 4 main areas
This unprecedented mobilization was channelled into 4 main areas Facilitating the work Funding research Helping vulnerable Supporting of health professionals into Covid-19 members of society businesses 2 million masks donated €380,000 raised More than 100,000 relief 60 million masks shipped
Slide 39: A structured, recognised CSR programme championed at the highest level
A structured, recognised CSR programme championed at the highest level of the Group A programme led by the Executive Committee based on 15 priorities, whose effectiveness is tracked via 30 quantitative indicators Committed Responsible Trusted Local corporate Environmentally employer retailer partn
Slide 40: Casino Group ranked No. 1 European retailer by Vigeo Eiris
Casino Group ranked No. 1 European retailer by Vigeo Eiris for its CSR policy and commitments Casino Group is proud to have been ranked the No. 1 European retailer by environmental, social and governance (ESG) rating agency and Moody’s subsidiary Vigeo Eiris for its commitments to the climate and en
Slide 41: A leader in CSR
A leader in CSR Casino Group boasts high non-financial ratings from all rating agencies Rating obtained Rating obtained Rating obtained Rating obtained out of 100 out of 100 out of 4 out of 100 2019 A- 69 71 71 67 4 3,9 4 70 76 66 67 58 2,9 2018 B 2017 2016 2017 2018 2019 2017 2018 2019 2016 2017
Slide 42: Committed employer
Committed employer An innovative human resources policy Promoting all forms of diversity: 1st and only retailer to have obtained France’s Diversity Label and Workplace Equality Label* After first launching initiatives to combat racism in 1993, the Group has expanded its actions to include discrimi
Slide 43: Taking action for responsible retailing
Taking action for responsible retailing Strong commitments for more responsible consumption Promoting Improving Combating organically the nutritional food farmed products profile waste Reducing of products Promoting plastic animal packaging welfare 2020 ANNUAL GENERAL MEETING ▪ Wednesday, 17 June 20
Slide 44: Taking action for responsible retailing: organic products
Taking action for responsible retailing A pioneer in organic and pesticide-residue-free products A wide range of organic products with Monoprix Bio (launched in 1994), Casino Bio (1998) and Franprix Bio 2019 €1,100m 2,300 22,600 200+ net sales from organic private-label private-label and national-br
Slide 45: Reducing plastic packaging: 1 year of action
Taking action for responsible retailing Reducing plastic packaging: 1 year of action 1st signatory of France’s National Pact on Plastic Packaging in 2019 12,000 5,600 products to be products 150 additional products now include improved between analysed recycled plastic, representing 160 tonnes 2019
Slide 46: Video: Signature of the plastic pact – One year later
VIDEO Signature of the plastic pact – One year later 2020 ANNUAL GENERAL MEETING ▪ Wednesday, 17 June 2020 ▪ 46
Slide 47: Improving the nutritional profile of products
Taking action for responsible retailing Improving the nutritional profile of products 100% of Casino products will feature a Nutri-score rating by 2021, representing 3,000 items 1,000 recipes will be optimised to improve their Nutri-score rating The Casino Max app already makes it possible to displa
Slide 48: Committed to promoting and improving animal welfare
Taking action for responsible retailing Committed to promoting and improving animal welfare The pioneering animal welfare labelling system developed jointly with 3 NGOs (CIWF, LFDA and OABA) was extended to new brands and other retailers in 2020 Numerous awards honouring the Group’s commitments Casi
Slide 49: Combating food waste through innovation
Taking action for responsible retailing Combating food waste through innovation 1 million meals saved with 18,700 tonnes of food donated to food banks and organisations in 2019 The Group has partnered with the French +46% vs. 2015 Federation of Food Banks since 2009 2020 ANNUAL GENERAL MEETING ▪ Wed
Slide 50: Casino Group's climate commitments
Casino Group’s climate commitments Performance in line with objectives Casino Group had the Science Based Targets initiative approve the following climate objectives for 2025 18% reduction in Group greenhouse gas 10% reduction in Group greenhouse emissions primarily from energy, refrigerant gas emis
Slide 51: Casino Group's climate commitments: energy consumption
Casino Group’s climate commitments Performance in line with objectives The Group continues to reduce energy consumption in stores: -8.2% between 2015 and 2019 Commercial refrigeration, heating and cooling: installation of doors on refrigerated display cases and overhaul of air conditioning systems
Slide 52: A responsible corporate citizen: foundations
A responsible corporate citizen Foundations to help the most vulnerable members of society Artistes à l’École In 2019, the Monoprix 2,000 children each year Foundation marked Gen Cero Prosperar attend an artistic and cultural its tenth year of initiatives 64,000 children aged 5 43 scholarships grant
Slide 53: A responsible corporate citizen: public-interest causes
A responsible corporate citizen Banners committed to advancing multiple public-interest causes Breast cancer research €620,000 Campaign to be repeated in 2020 raised by Monoprix in 2019 for the Institut Curie cancer research foundation Food banks 2019 3,200 tonnes 1,300 tonnes 37.4m of essential foo
Slide 54: Governance
GOVERNANCE Jacques Dumas 2020 ANNUAL GENERAL MEETING ▪ Wednesday, 17 June 2020 ▪ 54
Slide 55: Current composition of the Board of Directors
Current composition of the Board of Directors 11 Directors 1 Director representing employees 4 Independent Directors: 36% > 1/3 recommended by the Afep-Medef Code 5 women: 46% Jean-Charles Naouri, Chairman and Chief Executive Officer Independent Other qualified Directors representing the con
Slide 56: Work of the Board and its Committees in 2019
Work of the Board and its Committees in 2019 BOARD OF DIRECTORS 13 meetings Strong engagement of Directors: 93.5% attendance rate 2019 FOCUS 2019-2021 strategy for the Group and banners (extended to 2022) Financial position and rating Asset disposal plan and debt reduction Business reorganisation in
Slide 57: Work of the Committees in 2019 (24 meetings)
Work of the Committees in 2019 (24 meetings) Audit Appointments and Governance and Social Committee Compensation Committee Responsibility Committee Frédéric Saint-Geours Nathalie Andrieux Catherine Lucet (Chair) (Chair)* (Chair)* Laure Hauseux* Gilbert Delahaye Nathalie Andrieux* Catherine Lucet* La
Slide 58: Specific temporary assignment entrusted to the Governance and Social Responsibility Committee
Specific temporary assignment entrusted to the Governance and Social Responsibility Committee Temporary adjustment to the Committee’s role in connection with the safeguard proceedings at the parent companies (arrangement approved by the Board on 13 June 2019 on the recommendation of the Governance
Slide 59: Composition of the Board of Directors
Composition of the Board of Directors Proposals submitted to the Annual General Meeting (9th to 13th resolutions) Re-election of 5 Directors whose terms are expiring • Christiane Féral-Schuhl • David de Rothschild • Frédéric Saint-Geours • Euris (represented by Jacques Dumas), representative of th
Slide 60: Composition of the Board of Directors: new Directors
Composition of the Board of Directors Proposals submitted to the Annual General Meeting (14th and 15th resolutions) Election of 2 new Directors Fimalac, represented by Thomas Piquemal, Deputy Chief Executive Officer of Fimalac A graduate of ESSEC business school, Thomas Piquemal started his ca
Slide 61: Composition of the Board of Directors: Saris
Composition of the Board of Directors Proposals submitted to the Annual General Meeting (14th and 15th resolutions) Saris, a subsidiary of the Euris group, represented by Josseline de Clausade Josseline de Clausade is a graduate of École nationale d'administration and Institut d’études politique
Slide 62: Composition of the Board of Directors at the close of the AGM
Composition of the Board of Directors at the close of the Annual General Meeting* Jean-Charles Naouri – Chairman and Chief Executive Officer 13 Directors and 2 Non-Voting Directors 6 women (46%) 31% Independent Directors, including the Lead Director (4/13) Members have a diverse range of s
Slide 63: Compensation of the Chairman and CEO in respect of 2019 and 2017 LTI
Compensation of the Chairman and Chief Executive Officer in respect of 2019 and 2017 LTI Fifth resolution Compensation structure presented to the Annual General Meeting in 2019 • Fixed compensation: €480k • Conditional annual variable compensation: target of 130% of fixed compensation (i.e. €624k)
Slide 64: Compensation of the Chairman and CEO in respect of 2019
Compensation of the Chairman and Chief Executive Officer in respect of 2019 Sixth resolution Proposal to grant additional compensation in respect of 2019 • Compensation for the critical contribution of the Chairman and Chief Executive Officer to the design and completion of strategic operations fo
Slide 65: Compensation of the Chairman and CEO in respect of 2020
Compensation of the Chairman and Chief Executive Officer in respect of 2020 Seventh resolution 2020 structure unchanged vs. 2019 Target in €k Annual fixed and variable compensation Fixed compensation: €480k (unchanged since 2013) Conditional annual variable compensation: 30% target of 130% of fi
Slide 66: Compensation of the Chairman and CEO in respect of 2020: LTI
Compensation of the Chairman and Chief Executive Officer in respect of 2020 Seventh resolution Long-term incentive (LTI) • Target and maximum amounts: 100% of fixed compensation (€480k), potentially paid in 2023 • Entirely contingent on 3 performance criteria assessed at the end of a 3-year period
Slide 67: Compensation of non-executive Directors
Compensation of non-executive Directors Eighth resolution In respect of 2019, the total amount paid comes to €518k vs. €507k in 2018 In respect of 2020, the structure is unchanged vs. 2019 Directors: • Basic compensation per Director of €25k, comprising a fixed portion of €8.5k and a variable atte
Slide 68: Compensation of non-executive Directors in respect of 2020
Compensation of non-executive Directors in respect of 2020 Eighth resolution Audit Committee members: • Basic compensation per member: €20k, comprising a fixed portion of €6.5k and a variable portion of €13.5k, unchanged since 2007 • Additional compensation: €2k per meeting over and above 6 meetin
Slide 69: Statutory Auditors' Reports
STATUTORY AUDITORS’ REPORTS 2020 ANNUAL GENERAL MEETING ▪ Wednesday, 17 June 2020 ▪ 69
Slide 70: List of Statutory Auditors' reports
List of Statutory Auditors’ reports Report on the parent company financial statements (pages 151 to 154 of the URD*) Report on the consolidated financial statements (pages 40 to 47 of the URD*) Special report on regulated (related-party) agreements (pages 181 to 184 of the URD*) Report on th
Slide 71: Casino, Guichard-Perrachon financial statements
Casino, Guichard-Perrachon financial statements Universal Registration Document: pages 151 to 154 First resolution Unqualified opinion on the financial statements, without any emphasis of matter “In our opinion, the financial statements give a true and fair view of the assets and liabilities and
Slide 72: Casino, Guichard-Perrachon consolidated financial statements
Casino, Guichard-Perrachon consolidated financial statements Universal Registration Document: pages 40 to 47 Second resolution Unqualified opinion on the financial statements, with one emphasis of matter regarding changes in accounting methods in the period “In our opinion, the consolidated fina
Slide 73: Casino, Guichard-Perrachon regulated (related-party) agreements
Casino, Guichard-Perrachon regulated (related-party) agreements Universal Registration Document: pages 181 to 184 Agreements submitted to the approval of the Annual General Meeting No agreements authorised and concluded during the year to be submitted to the approval of the Annual General Meeting
Slide 74: Special report on the authorisation to grant free shares
Special report on the authorisation to grant free existing or newly-issued shares Seventeenth resolution Authorisation granted to the Board of Directors to make free allocations of existing or newly-issued shares of the Company to employees of the Company and its related companies; full waiver by
Slide 75: Q&A
Q&A Céline Donadieu-Lefèvre 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 75
Slide 76: Resolutions
RESOLUTIONS Céline Donadieu-Lefèvre 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 76
Slide 77: Ordinary General Meeting: first and second resolutions
Ordinary General Meeting First resolution Approval of the parent company financial statements for the year ended 31 December 2019 • This resolution is approved by a majority vote: 98.55% "FOR" / 1.45% "AGAINST" Second resolution Approval of the consolidated financial statements for the year ende
Slide 78: Ordinary General Meeting: third resolution
Ordinary General Meeting Third resolution Allocation of profit for the financial year: the loss for the financial year is allocated in full to the retained earnings account which, after allocation, will result in the sum of €4,189,210,516.29 • This resolution is approved by a majority vote: 99.93%
Slide 79: Ordinary General Meeting: fourth and fifth resolutions
Ordinary General Meeting Fourth resolution Approval of the information referred to in Article L. 225-37-3 I of the French Commercial Code relating to the compensation of corporate officers for 2019 • This resolution is approved by a majority vote: 99.15% "FOR" / 0.85% "AGAINST" Fifth resolution
Slide 80: Ordinary General Meeting: sixth and seventh resolutions
Ordinary General Meeting Sixth resolution Amendment of the 2019 compensation policy for the Chairman and Chief Executive Officer • This resolution is approved by a majority vote: 91.34% "FOR" / 8.66% "AGAINST" Seventh resolution Approval of the compensation policy for the Chairman and Chief Exec
Slide 81: Ordinary General Meeting: eighth resolution
Ordinary General Meeting Eighth resolution Approval of the compensation policy for non-executive Directors in respect of financial year 2020 • This resolution is approved by a majority vote: 99.84% "FOR" / 0.16% "AGAINST" 2020 ANNUAL GENERAL MEETING ▪ Wednesday 17 June 2020 ▪ 81
Slide 82: Ordinary General Meeting: ninth and tenth resolutions
Ordinary General Meeting Ninth resolution Re-election of Euris as Director • This resolution is approved by a majority vote: 93.29% "FOR" / 6.71% "AGAINST" Tenth resolution Re-election of Foncière Euris as Director • This resolution is approved by a majority vote: 93.20% "FOR" / 6.80% "AGAINST"
Slide 83: Ordinary General Meeting: eleventh and twelfth resolutions
Ordinary General Meeting Eleventh resolution Re-election of Christiane Féral-Schuhl as Director • This resolution is approved by a majority vote: 99.80% "FOR" / 0.20% "AGAINST" Twelfth resolution Re-election of David de Rothschild as Director • This resolution is approved by a majority vote: 91.
Slide 84: Ordinary General Meeting: thirteenth and fourteenth resolutions
Ordinary General Meeting Thirteenth resolution Re-election of Frédéric Saint-Geours as Director • This resolution is approved by a majority vote: 91.97% "FOR" / 8.03% "AGAINST" Fourteenth resolution Election of Fimalac as Director • This resolution is approved by a majority vote: 93.35% "FOR" /
Slide 85: Ordinary General Meeting: fifteenth and sixteenth resolutions
Ordinary General Meeting Fifteenth resolution Election of Saris as Director • This resolution is approved by a majority vote: 93.33% "FOR" / 6.67% "AGAINST" Sixteenth resolution Authorisation for the Company to buy back its own shares • Limit: 10% of the share capital • Maximum purchase price: 1
Slide 86: Extraordinary General Meeting: seventeenth and eighteenth resolutions
Extraordinary General Meeting Seventeenth resolution Authorisation granted to the Board of Directors to make free allocations of existing or newly-issued shares of the Company to employees of the Company and its related companies; full waiver by shareholders of their preferential subscription righ
Slide 87: Extraordinary General Meeting: nineteenth and twentieth resolutions
Extraordinary General Meeting Nineteenth resolution Amendment of the Articles of Association concerning the appointment of Directors representing employees (Article 14 of the Articles of Association) It is therefore proposed to amend the wording of Article 14.II of the Articles of Association in o
Slide 88: Extraordinary General Meeting: twenty-first and twenty-second resolutions
Extraordinary General Meeting Twenty-first resolution Amendments of the Articles of Association concerning the compensation of Directors (Articles 22 and 29) Replacement of the term "directors' fees" by the term "compensation", following the amendment to Article L.225-45 of the French Commercial C
Slide 89: Extraordinary General Meeting: twenty-third and twenty-fourth resolutions
Extraordinary General Meeting Twenty-third resolution Amendment of the Articles of Association concerning the appointment of Alternate Statutory Auditors (Article 24) In accordance with the provisions of the second paragraph of Article L.823-1 of the French Commercial Code, allowing for the possib
Slide 90: Extraordinary General Meeting: twenty-fifth and twenty-sixth resolutions
Extraordinary General Meeting Twenty-fifth resolution Amendment of the Articles of Association concerning the ratification by the Annual General Meeting of the transfer of the registered office (Article 29) Compliance with the provisions of Article 4 of the Articles of Association • This resolutio
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