SPIE SA
Proposal 1
THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED IN 2020, AS PRESENTED TO THE MEETING, SHOWING NET EARNINGS AMOUNTING TO EUR 91,818,767.37
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 2
THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR SAID FINANCIAL YEAR, AS PRESENTED TO THE MEETING
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 3
THE SHAREHOLDERS' MEETING RESOLVES TO ALLOCATE THE EARNINGS AS FOLLOWS: ORIGIN: EARNINGS: EUR 91,818,767.37 ALLOCATION: DIVIDENDS: EUR 70,461,329.84 RETAINED EARNINGS: EUR 21,357,437.53 (INCLUDING THE FRACTION OF DIVIDENDS RELATING TO THE 390 TREASURY SHARES) THE SHAREHOLDERS WILL BE GRANTED A DIVIDEND OF EUR 0.44 PER SHARE, THAT WILL BE ELIGIBLE TO THE 40 PER CENT DEDUCTION PROVIDED BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND WILL BE PAID ON THE 27TH OF MAY 2021. THE AMOUNT CORRESPONDING TO THE TREASURY SHARES WILL BE ALLOCATED TO THE RETAINED EARNINGS ACCOUNT. AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS WERE PAID AS FOLLOWS: EUR 0.56 PER SHARE FOR FISCAL YEAR 2017 EUR 0.58 PER SHARE FOR FISCAL YEAR 2018 EUR 0.17 PER SHARE FOR FISCAL YEAR 2019
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 4
THE SHAREHOLDERS' MEETING, AFTER REVIEWING THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND TAKES NOTICE THAT THE AGREEMENTS PREVIOUSLY ENTERED INTO REFERRED TO THEREIN REMAINED IN FORCE DURING SAID FISCAL YEAR
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 5
THE SHAREHOLDERS' MEETING RATIFIES THE CO-OPTATION OF SANDRINE TERAN AS A DIRECTOR, TO REPLACE MRS SOPHIE STABILE, WHO RESIGNED, DEPARTING FROM THE 12TH OF MARCH 2021
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 6
THE SHAREHOLDERS' MEETING APPOINTS AS A DIRECTOR, SANDRINE TERAN FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2024 FISCAL YEAR
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 7
THE SHAREHOLDERS' MEETING APPOINTS AS A DIRECTOR, XXX FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2024 FISCAL YEAR
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 8
THE SHAREHOLDERS' MEETING APPROVES THE FIXED, VARIABLE AND ONE-OFF COMPONENTS OF THE TOTAL COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR GAUTHIER LOUETTE AS CHIEF EXECUTIVE OFFICER FOR THE 2020 FINANCIAL YEAR
Caisse vote:
For
Applicable policy or principle:
PC_06
Proposal 9
THE SHAREHOLDERS' MEETING APPROVES THE POLICY OF THE COMPENSATION APPLICABLE TO MR GAUTHIER LOUETTE AS CHIEF EXECUTIVE OFFICER
Caisse vote:
For
Applicable policy or principle:
PC_06_01
Proposal 10
THE SHAREHOLDERS' MEETING APPROVES THE INFORMATION MENTIONED IN THE ARTICLE L.22-10-9 I OF THE FRENCH COMMERCIAL CODE
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 11
THE SHAREHOLDERS' MEETING APPROVES THE POLICY OF THE COMPENSATION APPLICABLE TO THE DIRECTORS
Caisse vote:
For
Applicable policy or principle:
PC_07
Proposal 12
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO BUY BACK THE COMPANY'S SHARES, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 33.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10 PER CENT OF THE SHARES COMPOSING THE SHARE CAPITAL. THE NUMBER OF SHARES ACQUIRED BY THE COMPANY WITH A VIEW TO RETAINING OR DELIVERING IN CASH OR IN AN EXCHANGE AS PART OF A MERGER, DIVESTMENT OR CAPITAL CONTRIBUTION CANNOT EXCEED 5 PER CENT OF THE SHARES COMPOSING ITS CAPITAL. THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020 IN ITS RESOLUTION NUMBER 10. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 13
THE SHAREHOLDERS' MEETING GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL, ON ONE OR MORE OCCASIONS AND AT ITS SOLE DISCRETION, BY CANCELLING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE PLAN, UP TO A MAXIMUM OF 10 PER CENT OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD. THIS AUTHORIZATION IS GIVEN FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020 IN ITS RESOLUTION NUMBER 11. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 14
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 1,850,000.00 IN FAVOUR OF EMPLOYEES, FORMER EMPLOYEES AND ELIGIBLE CORPORATE OFFICERS OF THE COMPANY AND OR THE RELATED COMPANIES, WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, BY ISSUANCE OF NEW SHARES, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS. THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE AMOUNTING TO EUR 36,000,000.00 SET FORTH IN RESOLUTION NUMBER 13 GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020. THE MAXIMUM NOMINAL AMOUNT OF CAPITAL INCREASE WITHIN THE CONTEXT OF THIS PRESENT DELEGATION AND DELEGATION 15 SHALL COUNT AGAINST THIS AMOUNT. THIS AUTHORIZATION IS GIVEN FOR A 26-MONTH PERIOD, SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020 IN ITS RESOLUTION NUMBER 19. ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 15
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL UP TO A MAXIMUM NOMINAL AMOUNT OF EUR 1,850,000.00 IN FAVOUR OF (I) EMPLOYEES AND OR CORPORATE OFFICERS OF THE COMPANY AND OR THE RELATED COMPANIES HAVING THEIR HEAD OFFICE ABROAD, (II) FUNDS OR OTHER ENTITIES, SUBSCRIBING ON BEHALF OF PERSONS REFERRED IN (I), (III) FINANCIAL INSTITUTIONS MANDATED BY THE COMPANY TO OFFER TO PERSONS REFERRED IN (I) A SAVINGS OR SHAREHOLDING SCHEME COMPARABLE TO THOSE OFFERED TO THE COMPANY'S EMPLOYEES IN FRANCE, BY ISSUANCE OF NEW SHARES, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS. THIS AMOUNT SHALL COUNT AGAINST THE OVERALL VALUE AMOUNTING TO EUR 36,000,000.00 SET FORTH IN RESOLUTION 13 GRANTED BY THE SHAREHOLDERS' MEETING OF MAY 29, 2020. AUTHORIZATION GIVEN FOR 18 MONTHS PERIOD, SUPERSEDING THE FRACTION UNUSED OF THE AUTHORIZATION 20 GRANTED BY THE SHAREHOLDERS' MEETING OF MAY 29, 2020. ALL POWERS TO THE BOARD OF DIRECTORS TO ACCOMPLISH ALL NECESSARY FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 16
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO GRANT, FOR FREE, EXISTING OR TO BE ISSUED COMPANY'S SHARES, IN FAVOUR OF BENEFICIARIES TO BE CHOSEN AMONG THE EMPLOYEES AND THE ELIGIBLE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS. THEY MAY NOT REPRESENT MORE THAN 0.5 PER CENT OF THE SHARES COMPOSING THE SHARE CAPITAL, AMONG WHICH THE SHARES GRANTED TO THE CORPORATE OFFICERS MAY NOT REPRESENT MORE THAN 10 PER CENT OF THE SHARES' ALLOCATION. IN THE SPECIFIC CASE OF SHARES TO BE ISSUED, THE RESULTING CAPITAL INCREASE SHALL COUNT AGAINST THE OVERALL VALUE AMOUNTING TO EUR 36,000,000.00 SET FORTH IN RESOLUTION 13 GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020. THIS AUTHORIZATION IS GIVEN FOR A 15-MONTH PERIOD, SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION 21 GRANTED BY THE SHAREHOLDERS' MEETING OF THE 29TH OF MAY 2020. ALL POWERS TO THE BOARD OF DIRECTORS TO ACCOMPLISH ALL NECESSARY FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 17
THE SHAREHOLDERS' MEETING GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW
Caisse vote:
For
Applicable policy or principle:
PC_02