Financial|Press

|Jul 08, 2021

Voting Results of the Mixed General Meeting held on 25 June 2021

The Mixed General Meeting of ENGIE EPS S.A. (« ENGIE EPS »), a technology pioneer and industrial player in Energy Storage and eMobility, whose securities are admitted to trading on the regulated market of Euronext Paris (EPS:FP), was held, behind closed doors, on 25 June 2021 at 10.30 a.m. (Paris time). The Mixed General Meeting has been recorded in its entirety and this recording is available on the ENGIE EPS website under Investors / Annual General Meeting 2021. An investor live webcast with interactive Q&A session took place after the Mixed General Meeting.

The shareholders were convened to vote on the following resolutions:

  • Resolution n°1: Approval of the individual financial statements of the Company for the financial year ended on 31 December 2020 and discharge to the members of the Board of Directors;
  • Resolution n°2: Approval of the consolidated financial statements of the Company for the financial year ended on 31 December 2020;
  • Resolution n°3: Allocation of the results of the financial year ended on 31 December 2020;
  • Resolution n°4: Regulated agreements referred to under Articles L.225-38 et seq. of the French Commercial Code;
  • Resolution n°5: Approval of the expenses and charges referred to under Article 39-4 of the French General Tax Code;
  • Resolution n°6: Determination of the attendance fees;
  • Resolution n°7: Ratification of the resignation of Mr. Massimo Prelz Oltramonti as Director;
  • Resolution n°8: Ratification of the co-opting of a Director, Mrs. Veronica Vecchi;
  • Resolution n°9: Renewal of the Board mandate of Mr. Carlalberto Guglielminotti;
  • Resolution n°10: Renewal of the Board mandate of Mr. Giuseppe Artizzu;
  • Resolution n°11: Renewal of the Board mandate of Mrs. Alice Tagger;
  • Resolution n°12: Approval of the compensation policy applicable to the corporate officers (mandataires sociaux) for the 2021 financial year;
  • Resolution n°13: Approval of the compensation policy applicable to the Chairman of the Board of Directors for the 2021 financial year;
  • Resolution n°14: Approval of the compensation policy applicable to the Chief Executive Officer for the 2021 financial year;
  • Resolution n°15: Approval of the compensation policy applicable to the members of the Board of Directors for the 2021 financial year;
  • Resolution n°16: Approval of the overall compensation and benefits of all kind granted to the corporate officers (mandataires sociaux) for the 2020 financial year;
  • Resolution n°17: Approval of the overall compensation and benefits of all kind granted to the Chief Executive Officer for the 2020 financial year;
  • Resolution n°18: Appointment of RBB Business Advisors as Statutory Auditor;
  • Resolution n°19: Authorisation to be given to the Board of Directors for the purchase by the Company of its own shares;
  • Resolution n°20: Delegation of authority to the Board of Directors for the purpose of reducing the share capital through share cancellation as part of the authorization to purchase its own shares;
  • Resolution n°21: Delegation of authority to the board of directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving access to share capital with preferential subscription rights;
  • Resolution n°22: Delegation of authority to the board of directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving access to share capital without preferential subscription rights through public offerings other than those referred to in Article L. 411-2 of the French Monetary and Financial Code;
  • Resolution n°23: Delegation of authority to the board of directors for the purpose of increasing the share capital by issuing ordinary shares or securities giving access to share capital without preferential subscription rights, by way of a “private placement” (offer referred to in paragraph 1° of Article L. 411-2 of the French Monetary and Financial Code);
  • Resolution n°24: Delegation of authority to the board of directors in the event of an issuance of ordinary shares or securities giving access to share capital without preferential subscription rights in order to set the subscription price, within the limit of 10% of the share capital per year;
  • Resolution n°25: Authorisation to increase the number of securities to be issued by 15% with or without preferential subscription rights;
  • Resolution n°26: Delegation of authority to the board of directors to increase the share capital by issuing ordinary shares or securities giving access to share capital, up to the limit of 10% of the share capital per year, in order to remunerate contributions in kind made to the Company, outside of a public exchange offer;
  • Resolution n°27: Delegation of authority to the board of directors to increase the share capital by issuing ordinary shares or securities giving access to share capital, in the event of a public exchange offer initiated by the Company;
  • Resolution n°28: Delegation of authority to the board of directors to increase the share capital by incorporation of reserves, profits or issuance premiums, merger or contributions premiums or any other amounts likely to be capitalised;
  • Resolution n°29: Overall limitation of authorisations;
  • Resolution n°30: Delegation of powers to the board of directors to proceed with a share capital increase reserved for employees who are members of a company savings plan without preferential subscription rights;
  • Resolution n°31: Amendment to article 3 “Company name” of the articles of association of the Company in order to amend the Company name;
  • Resolution n°32: Powers for formalities.

The shareholders’ attendance was as follows:

Total number of shares 12 766 860
Total number of shareholders represented or giving a proxy to the chairman or voting by mail 22
Total number of voting rights expressed by the shareholders represented or giving a proxy to the chairman or voting by mail 9 541 824

Thus, the quorum reached was of 74,739 %.

The results of the vote are as follows:

Resolution Outcome Votes “in favour” Votes “against” Abstention
Resolution no.1 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.2 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.3 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.4 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.5 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.6 Approved 9 499 824 99,56 % 42 000 0,44 % 0
Resolution no.7 Approved 9 090 375 99,98 % 2 000 0,02 % 449 449
Resolution no.8 Approved 9 090 375 99,98 % 2 000 0,02 % 449 449
Resolution no.9 Approved 9 523 294 99,81 % 18 530 0,19 % 0
Resolution no.10 Approved 8 051 510 88,55 % 1 040 865 11,45 % 449 449
Resolution no.11 Approved 8 186 186 90,03 % 906 189 9,97 % 449 449
Resolution no.12 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.13 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.14 Approved 8 231 306 86,27 % 1 310 518 13,73 % 0
Resolution no.15 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.16 Approved 9 402 504 98,54 % 139 320 1,46 % 0
Resolution no.17 Approved 8 218 512 86,13 % 1 323 312 13,87 % 0
Resolution no.18 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.19 Approved 8 371 270 87,73 % 1 170 554 12,27 % 0
Resolution no.20 Approved 9 374 664 98,25 % 167 160 1,75 % 0
Resolution no.21 Approved 8 233 950 86,29 % 1 307 874 13,71 % 0
Resolution no.22 Approved 7 773 501 81,47 % 1 768 323 18,53 % 0
Resolution no.23 Approved 7 773 501 81,47 % 1 768 323 18,53 % 0
Resolution no.24 Approved 8 222 950 86,18 % 1 318 874 13,82 % 0
Resolution no.25 Approved 8 222 950 86,18 % 1 318 874 13,82 % 0
Resolution no.26 Approved 7 784 501 85,62 % 1 307 874 14,38 % 449 449
Resolution no.27 Approved 8 233 950 86,29 % 1 307 874 13,71 % 0
Resolution no.28 Approved 9 090 375 99,98 % 2 000 0,02 % 449 449
Resolution no.29 Approved 9 539 824 99,98 % 2 000 0,02 % 0
Resolution no.30 Rejected 1 368 922 15,06 % 7 723 453 84,94 % 449 449
Resolution no.31 Approved 9 090 375 99,98 % 2 000 0,02 % 449 449
Resolution no.32 Approved 9 539 824 99,98 % 2 000 0,02 % 0

All the proposed resolutions were approved by the shareholders, with the exception of Resolution no. 30.

Attachments

Voting Results of the Mixed General Meeting held on 25 June 2021

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