Full Press Release Details
( SA ) with a share capital of 2,274,215.50 euros
Headquarters: 8, rue de la Croix Jarry - 75013 Paris
428 859 052 T.C.R. Paris
COMBINED GENERAL MEETING OF SHAREHOLDERS
shareholders are hereby informed that they are convened to the combined general meeting to be held on 28 June 2022 at 2:30 p.m. at the Company s offices at 8 rue de la Croix Jarry,4th floor, 75013 Paris, France, for
the purpose of considering the following agenda:
Agenda under the competence of the ordinary general meeting
Agenda under the competence of the extraordinary general meeting
delegation of authority to be granted to the Board of Directors to increase the share
capital immediately or in the future by issuing ordinary shares or any securities, with cancellation of shareholders preferential subscription rights in favor of a category of persons meeting specified characteristics (credit
institution, investment services provider or member of an investment pool guaranteeing the completion of the considered issue),
Approval of the annual
financial statements for the financial year ended 31 December 2021
The General Meeting, voting under the quorum and majority conditions required
for ordinary general meetings,
having reviewed the management report of the Board of Directors including the corporate governance report for the year
ended 31 December 2021 and the statutory auditors report on the annual financial statements and corporate governance,
annual financial statements for the year ended 31 December 2021, resulting in a loss of 91,041,054.03 euros, as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports,
notes that the accounts do not show any expenses and charges referred to in Article 39-4 of the General Tax
Code, nor any excess depreciation.
Approval of the consolidated financial statements for the financial year ended 31 December 2021
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having read the report on the management of the group during the financial year ending 31 December 2021 and on the consolidated financial statements for
that year, as well as the auditors report on the said financial statements,
approves the annual financial statements for the year ended
31 December 2021, resulting in a loss of US$ 125,107,474.67 as presented to it, as well as the transactions reflected in such financial statements and summarized in said reports.
Appropriation of results for the financial year ended 31 December 2021
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the management report of the Board of Directors,
noting that the loss for the financial year ending 31 December 2021 amounts to the sum of 91,041,054.03 euros,
resolves to allocate said loss to the debit retained earnings account, which will thus amount to the sum of 340,702,493.92 euros.
In accordance with Article 243 bis of the General Tax Code, it is recalled that no dividend has been distributed for the last three financial years.
Allocation of losses carried
forward to the share premium account
The General Meeting, voting under the quorum and majority conditions required for ordinary general
having reviewed the management report of the Board of Directors,
noting that the retained earnings account amounts to 340,702,493.92 euros after allocation of the losses for the financial year ending
December 31, 2021, and that the share premium account amounts to 597,933,597.62 euros as of December 31, 2021,
charge all the losses recorded in the retained earnings account to the share premium account, which is thus reduced to 257,231,103.70 euros
notes that as a result the retained earnings account is completely cleared.
Determination of the total
remuneration of the non-executive members of the Board of Directors
The General Meeting, voting under the
quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
resolves, in accordance with the provisions of Article L. 225-45 of the Commercial Code, to set at
850,000 euros the total sum allocated to the non-executive members of the Board of Directors (i.e., those who are neither employees nor operational managers of the Company or of a Group company) as
remuneration for their activity for the financial year 2022, as well as for each subsequent financial year, until a decision to the contrary is taken by the Ordinary General Meeting of shareholders.
Ratification of the appointment of an Observer decided by the Board of Directors
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
noted that the Board of Directors, at its meeting of 4 November 2021, as permitted by Article 11.3. of the Bylaws, appointed Mr. Donald A. Bergstrom as Observer of the Board of Directors for a period of three years expiring at the end
of the annual ordinary general meeting of shareholders to be held in 2024 to approve the financial statements for the financial year ending 31 December 2023,
ratifies, in accordance with the provisions of Article 11.3. of the Bylaws, the appointment of Mr. Donald A. Bergstrom as Observer under the
aforementioned conditions.
Appointment of a new director (Mr. Donald A. Bergstrom)
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
appoints Mr. Donald A. Bergstrom as a new director for a term of three (3) years expiring at the end of the annual ordinary general
meeting of shareholders called to approve the accounts for the financial year ending 31 December 2024, it being specified that this appointment terminates the duties of Overseer of Mr. Donald A. Bergstrom.
Mr. Donald A. Bergstrom has already accepted his appointment as a director and has declared that he does not hold any office in any other company
that would prevent him from accepting such duties.
Appointment of a new Director Mr. Axel-Sven Malkomes
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
appoints Mr. Axel-Sven Malkomes as a new director for a term of three (3) years expiring at the end of the annual ordinary general meeting of
shareholders called to approve the accounts for the financial year ending 31 December 2024.
Mr. Axel-Sven Malkomes has already accepted his appointment as a director and has declared that he does
not hold any office in any other company that would prevent him from accepting such duties.
Authorization to the Board of Directors to buy back shares of the Company
The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings,
having reviewed the report of the Board of Directors,
authorizes the Board of Directors to acquire shares in the Company under the conditions set out in Articles L. 22-10-62 et seq. of the Commercial Code,
resolves that the acquisition, sale or transfer of these shares
may be carried out by any means, on one or more occasions, in particular on the market or over-the-counter, including by acquisition or sale of blocks, public offers,
using option or derivative mechanisms, under the conditions provided for by the market authorities and in compliance with the applicable regulations,
resolves that the authorization may be used in order:
resolves to set the maximum unit purchase price per share (excluding fees and commissions) at 100 euros, with an overall ceiling of 100,000,000 euros,
it being specified that this purchase price will be subject to any adjustments which may be necessary to take into account transactions affecting the share capital (in particular in the event of the incorporation of reserves and the free allocation
of shares, share splits or reverse splits) which may occur during the period of validity of this authorization,
notes that the maximum number of
shares which may be purchased pursuant to this resolution may not at any time exceed 10% of the total number of shares comprising the share capital at any time, it being specified that (i) when the shares are acquired for the purpose of
promoting the liquidity of the Company s shares, the number of shares taken into account for the calculation of this limit will correspond to the number of shares purchased less the number of shares resold during the term of the authorization
and (ii) when the shares are to be retained and subsequently remitted in payment or exchange in connection with a merger, demerger or contribution, the number of shares acquired may not exceed 5% of the total number of shares,
grants all powers to the Board of Directors, with the right to
sub-delegate under the conditions provided for by law, to implement this authorization, to place all stock market orders, to conclude all agreements under the conditions permitted by law, to carry out all
formalities, procedures and declarations with the financial markets authority and all other competent bodies and, in general, to do whatever is necessary.
This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same
to be granted to the Board of Directors to reduce the share capital by cancelling shares under the authorization to buy back its own shares
General Meeting, voting under the quorum and majority conditions required for extraordinary general meetings,
having reviewed the report of the Board of
Directors and the Statutory Auditors special report,
authorizes the Board of Directors, in accordance with Article L. 22-10-62 of the Commercial Code, to cancel on one or more occasions up to a maximum limit of 10% of the amount of the share capital per twenty-four (24) month period all
or part of the shares acquired by the Company and to reduce the share capital accordingly, it being specified that this limit applies to an amount of share capital which will, if applicable, be adjusted to take into account any transactions
affecting it subsequent to the date of this Meeting,
resolves that any excess of the purchase price of the shares over their nominal value will be
charged to the share, merger or contribution premium account or to any available reserve account, including the legal reserve, provided that this does not become less than 10% of the capital reduction performed,
grants all powers to the Board of Directors, with the right to sub-delegate under the conditions provided for
by law, to carry out all acts, formalities or declarations with a view to finalizing the capital reductions that may be carried out by virtue of the present authorization and to amend the Company s Bylaws accordingly
This authorization is granted for a period of eighteen (18) months as from the present Meeting and terminates any previous authorization having the same