EUR 500.00 For Business Accounts Only

SEB - AGM and EGM 22 May 2019

As a result of changes in the shareholding structure, a new shareholders' agreement has been put in place which includes VENELLE INVESTISSEMENT, the partners of VENELLE INVESTISSEMENT, GÉNÉRACTION, the members of GÉNÉRACTION and the holding company HPP, who hold a total of 32.27% of the capital and 40.45% of the voting rights. FÉDÉRACTIVE, its partners and members (9.40% of the share capital and 12.23% of the voting rights) are not parties to this agreement.

The composition of the Board of Directors has been affected by this change since there will be 6 directors participating in VENELLE INVESTISSEMENT (4) and GENERACTION (2) and 2 directors participating in FÉDÉRACTIVE. The Board will comprise 17 members, with the appointment of a new salaried director expected within six months of the General Meeting of 22 May 2019.

In December 2018, Stanislas de Gramont was appointed Deputy CEO to replace Bertrand Neuschwander who left in October.

It is proposed to appoint and renew members of the Board who are part of the new shareholders' agreement. ECGS supports the representation of the 3 main shareholders regardless of the independence of the Board. However, the new shareholders' agreement is already represented on the Board by VENELLE INVESTISSEMENT. In addition, this pact seems over-represented since it will occupy 35.3% of the seats, or even 41.2% if the CEO is taken into account, for 32.3% of the capital. Under these conditions, resolutions 5 to 8 will not be supported.

Transparency of the compensation of executive corporate officers continues to be very insufficient, particularly with regard to performance conditions for the various forms of compensation. The weights and fulfilment rates of the quantitative criteria are still not communicated, which is a major shortcoming for ECGS. In addition, ECGS regrets the redundancy of these criteria between the different forms of remuneration, including post-employment commitments. Thus, the achievement of the same objectives allows the payment of different forms of remuneration.

The amounts are too high for the Chairman and CEO, especially since his fixed compensation will be increased in 2019.

Bertrand Neuschwander's termination conditions are too generous, with a total of around €5.8 million, taking into account severance pay, non-competition payments and the retention of performance shares granted prior to his departure and not yet vested.

Negative recommendations are thus made for resolutions 11, 12 and 14.