Expert Corporate Governance Service (ECGS)
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BioMérieux - AGM and EGM 23 May 2019

ITEMS 5 to 7: The Company seeks shareholder approval of various new regulated agreements. ECGS notes that these agreements are in separate resolutions, which allows shareholders to vote on each one of them. However, we regret that the previous agreements that are still ongoing, are not subject to shareholder approval. 

ITEM 9: After the Annual General Meeting, the number of Board members will be decreased from 11 to 9. Although the Mérieux family holds 59% of the capital and the board will still be composed by a majority of members that are not considered independent. This leads ECGS to OPPOSE to the re-appointment of Philippe Archinard. 

ITEMS 12 and 14: Concerning the remuneration of Alexandre Mérieux, despite the insufficient disclosure, the amounts are acceptable. Hence, ECGS recommends shareholders to APPROVE.

ITEM 13: There is a lack of disclosure regarding the 2019 remuneration policy for the Deputy CEOs, particularly since the fixed remuneration is not disclosed. Furthermore, there is no ceiling for the various forms of remuneration, except for the bonus. Accordingly, ECGS recommends to OPPOSE.

bioMerieux S.A.

Co. specializes in the field of in vitro diagnostics for clinical and industrial applications. Co. designs, develops, manufactures and markets systems used in: Clinical Applications (the diagnosis of infectious diseases such as hepatitis, HIV, tuberculosis and respiratory illnesses, as well as pathologies such as cardiovascular diseases and cancers, based on the analysis of biological samples such as blood, saliva or urine); and Industrial Applications (microbiological analysis of samples of finished or semi-finished products (or of the environment), chiefly in the food processing and biopharmaceutical industries), detecting microorganisms in agri-food, pharmaceutical and cosmetic products.


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