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Pullup Entertainment : Notice of Meeting including Agenda Submitted to the General Meeting
Pullup Entertainment : Notice of Meeting including Agenda Submitted to the General

About this update from Pullup Entertainment
TRANSLATION FOR INFORMATION PURPOSE ONLY PULLUP ENTERTAINMENT Société anonyme au capital de 10.261.432,80 Euros Parc de Flandre « Le Beauvaisis » - Bâtiment 28 11, Rue de Cambrai - 75019 Paris RCS Paris B 399 856 277 NOTICE OF MEETING The shareholders of PULLUP ENTERTAINMENT are called to attend a Combined Ordinary and Extraordinary General Meeting to be held on 25 September 2025 at 10am at the Company's registered office at Parc de Flandre « Le Beauvaisis », Bâtiment 28 - 11, Rue de Cambrai - 75019 Paris . The agenda for the meeting and the draft resolutions are set out below: AGENDA SUBMITTED TO THE GENERAL MEETING Within the authority of the Ordinary General Meeting Approval of the annual financial statements for the year ended 31 March 2025 and discharge of the directors and company officers Approval of the consolidated financial statements for the year ended 31 March 2025 Approval of expenses and charges specified by Article 39-4 of the French General Tax Code Net profit appropriation for the year Approval of a related-party agreement pursuant to Articles L.225-38 and L.225-40 of the French Commercial Code, and referred to in the Statutory Auditor's special report ( Company's commitments to Mr Geoffroy Sardin ) Approval of a related-party agreement pursuant to Articles L.225-38 and L.225-40 of the French Commercial Code, and referred to in the Statutory Auditor's special report ( amendment to the service agreement entered into with FLCP & Associés ) Authorisation to be granted to the Board of Directors to purchase the Company's own shares in accordance with Article L. 22-10-62 of the French Commercial Code Within the authority of the Extraordinary General Meeting Delegation of authority to the Board of Directors to decide on the issue of shares and/or securities giving immediate or future access to capital or the right to a debt security, with cancellation of preferential subscription rights for the benefit of categories of beneficiaries Authorisation to be granted to the Board of Directors to increase the number of shares issued in accordance with the provisions of Article L.225-135-1 of the French Commercial Code, in the event of application of the delegation of authority referred to in the preceding resolution Authorisation to be granted to the Board of Directors to reduce the share capital by a maximum nominal amount of €1,536,934.80 by means of a public share buyback offer followed by the cancellation of shares Authorisation to be granted to the Board of Directors to reduce the share capital by cancelling treasury shares Delegation of authority to the Board of Directors to decide on a share capital increase for cash with the cancellation of preferential subscription rights to the benefit of employee members of a company savings plan Within the authority of the Ordinary General Meeting Powers for formalities TEXT OF RESOLUTIONS SUBMITTED TO THE GENERAL MEETING WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING FIRST RESOLUTION (Approval of the Company's annual financial statements for the year ended 31 March 2025 and discharge of Company officers for the performance of their duties for the year ended) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered: the Management Report drawn up by the Board of Directors; the Auditors' Report on the Annual Financial Statements for the year ended 31 March 2025, approves the Annual Accounts, i.e. the Balance Sheet, Income Statement and Notes to the accounts for the year ended 31 March 2025, as presented, together with the transactions reflected in these accounts and summarised in these reports. Therefore, the General Meeting fully and unreservedly discharges the Company officers for the performance of their respective duties for the year ended. SECOND RESOLUTION ( Approval of the consolidated financial statements for the year ended 31 March 2025 ) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered: the Management Report drawn up by the Board of Directors; the Auditors' Report on the Consolidated Financial Statements for the year ended 31 March 2025, approves the Consolidated Accounts, i.e. the Balance Sheet, Income Statement and Notes to the accounts for the year ended 31 March 2025, as presented, and the transactions reflected in these accounts and summarised in these reports. THIRD RESOLUTION ( Approval of expenses and charges referred to in Article 39-4 of the French General Tax Code ) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report and the Auditors' Report, ruling under the conditions of Article 223 quater of the French General Tax Code, finds there were no non-tax-deductible expenses or charges as referred to in Article 39-4 of the French General Tax Code, during the year ended 31 March 2025. FOURTH RESOLUTION (Allocation of profit for the year ) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report and after having confirmed that the Balance Sheet for the year ended 31 March 2025 shows: share capital of €10,261,432.80, a legal reserve of €779,583.12, retained earnings of €30,276,876.53, a net profit of €23,051,932.98, i.e. a total amount available for distribution of €53,328,809.51; resolves , on the Board of Directors' recommendation, to: allocate €246,560.16 to "Legal Reserve", bringing it to €1,026,143.28, i.e. one tenth of the share capital, by deducting it from the net profit; pay an ordinary dividend of €1 per share (i.e. €1 x 8,551,194 shares), i.e. a total amount of €8,551,194, by deduction from the balance of the net profit; post the balance of the net profit (€14,254,178.82) to "Retained earnings", bringing it to €44,531,055.35. Each share will receive a dividend of €1. This dividend will be payable on 6 October 2025, eleven trading days after the Annual General Meeting. As the amount of the above distribution was calculated on the basis of the number of shares making up the Company's share capital as of 31 March 2025, the General Meeting resolves that, in accordance with the provisions of Article L.225-210 of the French Commercial Code, the amount of the distributions corresponding with treasury shares held on the date of payment will be allocated to "Retained earnings". Social security contributions amounting to 17.2% of the gross dividend (i.e. CSG 9.9%, CRDS 0.5%, social charges 4.5%, additional contribution 0.3%, RSA contribution 2%) will be deducted directly by the paying institution from the dividend paid to individual shareholders, so that the dividend paid will be net of social security contributions. In addition, dividend income distributed to individuals whose tax residence is in France is subject to (i) income tax at the flat rate of 12.8% (PFU), (ii) or, if an express, annual and global option is exercised in the tax return, the progressive scale of income tax, with application of the 40% allowance provided for in Article 158, 3-2° of the General Tax Code. As a result, the institution paying dividends to individuals whose tax residence is in France is required to withhold a non-discharging tax at source of 12.8%. This deduction, paid to the tax authorities using form 2777-SD, is an advance payment of income tax. It is deductible from the tax due for the year in which it is withheld, and any excess can be refunded. Ultimately, the paying institution will deduct from the dividend a sum equal to 12.8% of its amount, in addition to the social security contributions referred to above (17.2%), i.e. a total sum of 30% of the amount of the dividend before it is paid to the shareholder. The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report, duly notes, in accordance with the provisions of Article 243 bis of the French General Tax Code, that the dividends distributed over the last three fiscal years were as follows: For the financial year ended Dividend per share Rebate for opting for progressive taxation (Art. 158, 3-2° of the General Tax Code) Eligible for the 40% rebate Not eligible for the 40% rebate 31 March 2024 0 - - 31 March 2023 0 - - 31 March 2022 0 - - FIFTH RESOLUTION ( Approval of a related-party agreement pursuant to Articles L.225-38 and L.225-40 of the French Commercial Code, and referred to in the Statutory Auditor's special report ( Company's commitments to Mr Geoffroy Sardin )) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, having considered the Auditors' Special Report provided for in Article L.225-40 of the French Commercial Code, Acknowledges the conclusions of said special report on the Company's commitments to Mr Geoffroy Sardin in respect of his corporate office (non-competition undertaking and undertaking in the event of termination of office, in particular GSC), and approves all these commitments in the terms set out in said special report. SIXTH RESOLUTION ( Approval of a related-party agreement pursuant to Articles L.225-38 and L.225-40 of the French Commercial Code, and referred to in the Statutory Auditor's special report (amendment to the service agreement entered into with FLCP & Associés) ) The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, having considered the Auditors' Special Report provided for in Article L.225-40 of the French Commercial Code, Having taken note of the Board of Directors' observations on this related-party agreement, which are as follows: "A service agreement was entered into on 10 December 2020 between the Company and FLCP & Associés following authorisation by the Company's Supervisory Board. Its purpose is to provide advice in the matter of external growth and strategy relating to acquisition by merger. FLCP & Associés acts as a technical consultant to the Company for M&A matters to assist the company in developing and applying the external growth strategy and financing with support throughout the acquisition process. The services are mainly provided by three people, a Managing Director, a Deputy Managing Director in charge of M&A and an Investment Director. All three have between 10 and 27 years' experience in M&A and fundraising in France and internationally. Following authorisation by the Board of Directors at its meeting on 14 March 2024, an amendment to this agreement was entered into on 18 April 2024, in order to increase the fixed annual remuneration from €250,000 excl. VAT to €500,000 excl. VAT, it being specified that this amendment came into force with retroactive effect from 1st April 2024. This amendment only covers the fixed part of the annual remuneration. The expected success fees of 0.3% to 0.5% were not changed. Mr Fabrice Larue, FLCP & Associés, FLCP & Associés Invest and Neology Holding did not take part in the discussion or the vote. The fixed part of the annual remuneration, relating to the Company's assistance services (definition of its external growth strategy, analysis and monitoring of this strategy, as well as target screening and analysis of the external growth projects examined) remains payable to FLCP & Associés, even in the absence of an external growth transaction, insofar as FLCP & Associés carries out work on projects, most of which are not completed. In view of the actual services provided, the time spent by the FLCP & Associés teams and the seniority of the FLCP & Associés teams made available, the Company's Board of Directors considered that this agreement and its amendment were in the Company's best interests and entered into under normal conditions. Since the agreement was set up, the Company has made 9 acquisitions, including 3 abroad, with the assistance of FLCP & Associés. The increase in fixed annual remuneration is justified by the strengthening of the human resources made available by FLCP & Associés under this agreement (recruitment and secondment of an experienced Investment Director from May 2022) and, all other things being equal, by the increase in the time allocated by the teams in place at FLCP & Associés to the performance of this agreement, taking into account the Company's requests and needs. " Takes note of the observations set out above and the conclusions of said special report on the amendment to the service agreement entered into with FLCP & Associés, and approves said amendment in the terms set out above and in said special report.
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