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Results of the Combined Ordinary and Extraordinary Annual General Meeting of Lagardère SCA

Category

Finance

Paris, April 28, 2009

The Combined Ordinary and Extraordinary Annual General Meeting of the Company was held on Tuesday, 28 April 2009 at 10:00 am at the Palais des Congrès in Paris. The quorum reached by those shareholders present, represented or voting by mail exceeded 61% of shares with voting rights.

Following an overview of the Company’s operations, strategy and financial statements, the Managing Partners and the senior executives of the Group answered all questions posed by the shareholders for nearly one hour.

After the discussion, all the resolutions presented were approved, in particular those related to:

  • the amount of the dividend, €1.30 per share – coupons will be detached on 4 May and the dividend will be paid from 7 May 2009,
  • the renewal of authorizations to engage in financial operations.

The results of the vote on each resolution were as follows:

 

Votes for
(%)

Votes against
(%)

Abstentions
(%)

Resolution no. 1 – Approval of the Parent Company’s financial statements for the year ended 31 December 2008.

98,596

0,162

1,242

Resolution no. 2 – Approval of the consolidated financial statements.

99,482

0,419

0,099

Resolution no. 3 – Allocation of profit; setting of the ordinary dividend at €1.30 per share.

97,883

2,019

0,098

Resolution no. 4 – Approval of regulated agreements.

96,325

3,588

0,087

Resolution no. 5 – Voting of powers to the Managing Partners for a period of 18 months to handle shares in the Company.

95,590

4,328

0,082

Resolution no. 6 – Voting of powers for a period of twenty-six months to issue securities which only give or will only give access, immediately or in the future, to debt instruments and/or to a fraction of the capital stock to be issued of companies other than Lagardère, up to a limit of 2.5 billion euros for the resulting borrowings.

92,109

7,775

0,116

Resolution no. 7 – Voting of powers to the Managing Partners for a period of twenty-six months to issue securities with pre-emptive subscription rights giving access to the company’s capital stock up to the limit of 37.5% of current capital stock (approximately 300 million euros) for increases in capital stock and 2.5 billion euros for debt securities.

97,276

1,494

1,230

Resolution no. 8 – Voting of powers to the Managing Partners for a period of twenty-six months to issue securities without pre-emptive subscription rights giving access to the company’s capital stock up to the limit of 25% of current capital stock (approximately 200 million euros) for increases in capital stock and 2.5 billion euros for debt securities.

87,668

11,090

1,242

Resolution no. 9 – Voting of powers to the Managing Partners to increase the amount of issues decided upon in case of surplus demand.

86,833

13,064

0,103

Resolution no. 10 – Voting of powers to the Managing Partners for a period of twenty-six months to issue shares and securities giving access to the company’s capital stock in consideration of shares tendered within the scope of a public exchange offer or a contribution in kind, up to the limits of 37.5% and 10% respectively of current capital stock for increases in capital stock and 2.5 billion euros for debt securities.

71,091

27,653

1,256

Resolution no. 11 – Overall limit of 37.5% of current capital stock (approximately 300 million euros – premiums not included) for increases in capital stock and 2.5 billion euros for debt securities of issues authorized under the preceding resolutions.

97,349

1,411

1,240

Resolution no. 12 – Voting of powers to the Managing Partners for a period of twenty-six months to increase share capital through capitalization of reserves or premiums and allocation of free shares to shareholders or through an increase in nominal value of existing shares, such amount not to exceed 300 million euros.

97,513

2,400

0,087

Resolution no. 13 – Voting of powers to the Managing Partners for a period of twenty-six months to issue stock reserved for Lagardère Group shareholders within the scope of the group savings plan, up to a limit of 3% of current capital stock.

98,899

0,989

0,112

Resolution no. 14 – Voting of powers to the Managing Partners for a period of thirty-eight months to allocate free shares of the Company to employees and senior managers of the Company and its related companies.

70,289

29,594

0,117

Resolution no. 15 – Voting of powers to the Managing Partners for a period of thirty-eight months to allocate share subscription or purchase options of the Company to employees and senior managers of the Company and its related companies within the meaning of article L.225-180 of the Commercial Code.

70,612

29,270

0,118

Resolution no. 16 – Overall limit of 3% per year of the number of shares making up the current share capital that can be allocated to, subscribed for, and/or acquired by employees and senior managers of the company and its related companies under resolutions 13, 14 and 15.

98,434

0,320

1,246

Resolution no. 17 – Voting of powers to the Managing Partners for a period of four years to reduce share capital by cancelling all or part of the company shares purchased by the company within the scope of share buyback plans.

97,276

2,627

0,097

Resolution no. 18 – Authorization to carry out formalities.

99,706

0,202

0,092

 

The rebroadcast of this meeting is available online at the Company’s website

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