Combined General Meeting on June 23, 2020

  • Cash payout released for payment on June 30
  • Terms of office renewed and new Supervisory Board member appointed
  • Transfer of the listing of RIBER securities from Euronext Paris to Euronext
    Growth approved

Bezons, June 23, 2020 – 6pm – In the context of the health crisis caused by the Covid-19 epidemic, the Combined General Meeting was held today as a closed session, chaired by Mr Didier Cornardeau, Chairman of RIBER’s Supervisory Board.  The quorum was 54.2%. The shareholders, who voted by post, by email or by proxy, approved all the resolutions put forward by the Company’s Executive Board, except for the 19th resolution.

Approval of the full-year accounts for 2019

The General Meeting approved the corporate and consolidated financial statements for 2019.

Distribution of an amount drawn against the “issue premium” account

The General Meeting approved the appropriation of earnings for 2019 and a payout drawn against the “issue premium” account for 0.03 euros per share: The ex-dividend date will be June 26, 2020, followed by payment on June 30, 2020.

Changes to the composition of the Supervisory Board

The General Meeting renewed the terms of office of Ms Annie Geoffroy, Ms Christine Monier and Mr Bernard Raboutet. The resolution to ratify the coopting of Mr Nicolas Grandjean was approved.

The General Meeting also appointed Mr Pierre-Yves Kielwasser as a member of the Supervisory Board for two years. The Supervisory Board considers that his appointment will enable the Board to further enhance its areas of expertise and its deliberations in connection with its decisions.

The Supervisory Board now has six members, including two women. 67% of the members are independent.

Approval of the transfer of the listing of RIBER securities from Euronext Paris to Euronext Growth

The General Meeting approved the proposed request for the Company’s securities to be delisted from the regulated market Euronext Paris (Compartment C) and the resulting admission to trading on Euronext Growth Paris, and grants full powers to the Executive Board to carry out this listing market transfer.

This operation aims to enable RIBER to be listed on a market that is more aligned with the Company’s scale. This transfer is expected to simplify the way that the Company operates and reduce its costs, while enabling it to continue to benefit from the advantages offered by the financial markets.

During its meeting following the General Meeting, the Executive Board decided to move forward with this transfer. Subject to approval by Euronext Paris SA, RIBER’s shares will be listed on Euronext Growth Paris with an accelerated procedure for admission to trading for the Company’s existing shares, without issuing any new shares.

RIBER’s shares will be admitted to Euronext Growth Paris within a minimum timeframe of two months. A press release with further details on this request for admission is available on the French version of the Company’s website.

Other resolutions

RIBER’s shareholders adopted the other resolutions, which included:

  • The compensation policy for the Company’s corporate officers and Board members, as well as the amounts of individual compensation paid or awarded for 2019 to the members of the Executive Board;
  • The authorization for the Executive Board to carry out transactions on the Company’s shares;
  • The authorization for the Executive Board to reduce the capital by canceling treasury stock held by the Company;
  • The amendments to the articles of association relating to the functioning of the Supervisory Board, as well as changes to update and ensure the consistency of the Company’s articles
    of association.

RIBER’s shareholders rejected the 19th resolution relating to the fixing of the global annual compensation for the members of the Supervisory Board, as referred in article L.225-83 of the French Commercial Code.

Supervisory Board’s decisions following the General Meeting

Following the General Meeting, the Supervisory Board met and confirmed the terms of office of Mr Didier Cornardeau as Chairman of the Company’s Supervisory Board and renewed Mr Bernard Raboutet as Vice-Chairman.

The Supervisory Board redefined the composition of its committees. The Appointments and Compensation Committee now comprises Mr Didier Cornardeau, Mr Bernard Raboutet and Ms Christine Monier, its Chairwoman. The Audit Committee now comprises Mr Nicolas Grandjean, Mr Pierre-Yves Kielwasser and Ms Annie Geoffroy, its Chairwoman.

The Company would like to thank the shareholders who took part in this General Meeting. The quorum conditions and detailed voting results are available on the French version of the Company’s website at: www.riber.com / Investisseurs / Informations réglementées / Assemblées Générales.

Biography of the new Supervisory Board member

With a master’s from Institut Français de Gestion (IFAG), Mr Pierre-Yves Kielwasser, 34, is notably a manager of Ormylux SARL (Luxembourg) and a director of Ormyswiss SA (Switzerland) and TV8 Mont Blanc SA (France). The Kielwasser family group held 4,984,711 shares at May 31, 2020.

Posted on Tuesday, June 23, 2020 - 18:00 pm

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