par EUROPACORP (EPA:ECP)
Report on the Combined General Meeting of the 12th of September 2024
Report on the Combined General Meeting of the 12th of September 2024
Paris, 16 September 2024
EuropaCorp’s ordinary and extraordinary General Shareholders' Meeting was held on the 12th of September 2024, at the Club de l’Etoile in Paris. Attendees were:
- Mr Jean-Marc Lacarrère, CEO;
- Mr Vincent Teyssot, General Counsel;
- Messrs. Arnaud Malivoire and Olivier Juramie, Auditors;
- Mr Arnaud de Senilhes, Counsel of the Company;
All the resolutions have been adopted.
Details of the votes by resolution are presented in the appendix.
ABOUT EUROPACORP
Founded in 1999, EuropaCorp has become one of Europe's leading film and series production studios.
The Group's international activities cover the entire cinematographic value chain, with expertise in production, theatrical distribution, international sales, TV, video & VOD, and music publishing. EuropaCorp is able to ensure creativity and quality throughout the life cycle of its films and TV projects. The Group has produced or co-produced over 120 films and distributed over 160 to French cinemas. Since 1999, it has produced 10 of France's 20 biggest international hits and 22 films among the 70 French productions with the most international admissions (source Le film français - May 17, 2019). Since 2010, the Group has also been active in the production of TV unitaries and series for platforms worldwide.
EuropaCorp was founded by director, screenwriter and producer Luc Besson.
More information at www.europacorp.com
APPENDIX
Detail of the votes cast
The shareholders who were present or represented at the meeting held a total of 104,840,854 (85.21%), which constitutes a sufficient quorum for both the ordinary and extraordinary sessions of the meeting.
% votes % votes
Resolution Subject Result
for against
1 | Approval of the parent company financial statements for the year ended March 31, 2024 | 99,976% | 0,024% | Resolution adopted |
2 | Approval of the consolidated financial statements for the year ended March 31, 2024 | 99,976% | 0,024% | Resolution adopted |
3 | Appropriation of earnings for the year ended March 31, 2024 | 99,967% | 0,033% | Resolution adopted |
4* | Approval of the Statutory Auditors' special report prepared in accordance with Article L. 225-40 of the French Commercial Code on related party agreements referred to in Article L. 225-38 of the French Commercial Code and approval of such agreements | 99,648% | 0,352% | Resolution adopted |
5* | Approval of the Statutory Auditors' special report on regulated agreements and approval of said agreements as provided for in Article L. 225-42 of the Commercial Code | 99,648% | 0,352% | Resolution adopted |
6 | Renewal of the term of office of Mr Luc Besson as Director | 99,972% | 0,028% | Resolution adopted |
7 | Renewal of the term of office of Mr James Moore as Director | 99,696% | 0,304% | Resolution adopted |
8 | Renewal of the term of office of Mrs. Deborah Carlson as Director | 99,677% | 0,323% | Resolution adopted |
9 | Renewal of the term of Mrs. Alexandra Voss as Director | 99,965% | 0,035% | Resolution adopted |
10 | Renewal of the term of office of Mr Jacques-Henri Eyraud as Director | 99,970% | 0,030% | Resolution adopted |
% votes % votes
Resolution Subject Result
for against
11 | Ratification of the transfer of the registered office to a neighbouring department | 99,969% | 0,031% | Resolution adopted |
12 | Authorization for the Company to buy back its own shares | 98,905% | 1,095% | Resolution adopted |
13 | Delegation of authority to the Board of Directors to issue, with pre-emptive subscription rights, ordinary shares and/or securities carrying immediate or deferred rights to shares in the Company or to debt securities | 97,215% | 2,785% | Resolution adopted |
14 | Delegation of authority to the Board of Directors to decide on the issue, by public offering, with cancellation of preferential subscription rights, of ordinary shares and/or securities giving immediate and/or future access to the Company's capital or to debt securities | 97,200% | 2,800% | Resolution adopted |
15 | Delegation of authority to the Board of Directors to issue, without pre-emptive subscription rights, ordinary shares and/or securities carrying immediate or deferred rights to shares in the Company or to debt securities in connection with an offering governed by Article L. 411-2 of the French Monetary and Financial Code | 97,181% | 2,819% | Resolution adopted |
16 | Authorization to be given to the Board of Directors to set the price of issues of ordinary shares or securities without shareholders' preemptive subscription rights, up to a limit of 10% of the share capital per year | 97,180% | 2,820% | Resolution adopted |
17 | Authorization for the Board of Directors to increase the number of shares to be issued in connection with issues carried out with or without pre-emptive subscription rights for existing shareholders, in accordance with Article L. 225135-1 of the French Commercial Code | 97,183% | 2,817% | Resolution adopted |
18 | Delegation of authority to the Board of Directors to carry out a capital increase, without shareholders' pre-emptive subscription rights, reserved for employees participating in a company savings plan | 97,469% | 2,531% | Resolution adopted |
19 | Overall limit on authorizations to issue securities for cash | 97,495% | 2,505% | Resolution adopted |
% votes % votes
Resolution Subject Result
for against
20 | Delegation of powers to the Board of Directors to increase the share capital by issuing ordinary shares or securities giving access to the Company's capital in consideration for securities tendered in connection with a public exchange offer initiated by the Company | 97,208% | 2,792% | Resolution adopted |
21 | Delegation of powers to the Board of Directors to issue ordinary shares representing up to 10% of the share capital, in consideration for contributions in kind made to the Company | 97,204% | 2,796% | Resolution adopted |
22 | Delegation of powers to the Board of Directors to issue securities giving access to the Company's capital, without pre-emptive subscription rights, as part of an exchange of financial securities | 97,201% | 2,799% | Resolution adopted |
23 | Authorization for the Board of Directors to grant stock options to employees and officers of the Company and related companies | 98,246% | 1,754% | Resolution adopted |
24 | Authorization to be given to the Board of Directors to grant existing shares and/or shares to be issued by the Company free of charge to employees and officers of the Company and related companies | 98,864% | 1,136% | Resolution adopted |
25 | Delegation of powers to the Board of Directors to increase share capital by capitalizing premiums, reserves, profits or other items | 99,148% | 0,852% | Resolution adopted |
26 | Authorization for the Board of Directors to reduce the share capital by cancelling shares | 98,905% | 1,095% | Resolution adopted |
27 | Powers for formalities | 99,175% | 0,825% | Resolution adopted |
(*) For those resolutions, the shares held by Front Line and Mr. Luc Besson (for a total of 15,600,226 shares) were not taken into account when calculating the quorum and the votes cast.