PRESS RELEASE June 10, 2015
Wendel Combined ordinary and extraordinary annual general meeting 2015 Dividend: €2.00 euros per share
Jacqueline Tammenoms-Bakker et Gervais Pellissier appointed as members of the
Supervisory Board Humbert de Wendel renewed as a member of the Supervisory Board
Approval of the conversion into a Societas Europeae
All the 28 resolutions submitted to the shareholders' vote at the General Meeting held on June 5, 2015, were approved.
The General Meeting notably approved the payment of a cash dividend amounting to €2 per share, an increase of 8.1%
compared to 2013, and the conversion into a Societas Europeae.
The ex-dividend date is June 10, 2015, the payment date is June 12, 2015. Number of shares comprising the share capital: 47 888 460
Number of shares having the voting right: 46 309 951
The quorum reached 68.68% of the shares having the voting right (representing 31 803 400 shares for 1319 shareholders).
N° | Resolutions pertaining to the ordinary meeting | Result | % For | % Against | % Abstention |
1 | Approval of the 2014 parent company financial statements | approved | 99.64 | 0.09 | 0.27 |
2 | Approval of the 2014 consolidated financial statements | approved | 99.75 | 0.09 | 0.16 |
3 | Net income allocation, dividend approval and payment | approved | 99.73 | 0.12 | 0.15 |
4 | Approval of related party agreements | approved | 84.55 | 15.23 | 0.22 |
5 | Renewal of the appointment of Humbert de Wendel | approved | 90.37 | 9.48 | 0.15 |
6 | Appointment of Jacqueline Tammenoms-Bakker as a member of the Supervisory Board | approved | 99.50 | 0.35 | 0.15 |
7 | Appointment of Gervais Pellissier as a member of the Supervisory Board | approved | 94.42 | 5.21 | 0.37 |
8 | Continuation of the mandates of the Supervisory Board members under the European Company structure | approved | 99.53 | 0.28 | 0.19 |
9 | Non binding vote on compensation owed or granted to Executive Board Chairman Frédéric Lemoine | approved | 83.00 | 16.66 | 0.34 |
10 | Non binding vote on compensation owed or granted to Executive Board member Bernard Gautier | approved | 82.21 | 16.76 | 1.03 |
11 | Authorization granted to the Executive Board to purchase the Company's shares | approved | 99.45 | 0.39 | 0.16 |
28 | Powers for legal formalities | approved | 99.49 | 0.31 | 0.20 |
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N° | Resolutions pertaining to the extraordinary meeting | Résultat | % For | % Against | % Abstention |
12 | Authorization granted to the Executive Board to reduce share capital trough the cancellation of shares | approved | 99.30 | 0.39 | 0.31 |
13 | Delegation of power to the Executive Board to increase share capital with preferential subscription rights maintained | approved | 97.98 | 1.42 | 0.60 |
14 | Delegation of power to the Executive Board to increase share capital with preferential subscription rights canceled with the possibility of granting a priority period for shareholders | approved | 82.51 | 16.87 | 0.62 |
15 | Delegation of power to the Executive Board to increase share capital with preferential subscription rights canceled, under a private placement | approved | 83.33 | 16.30 | 0.37 |
16 | Authorization for the Executive Board to set the issue price, using the method set forth at the Annual Shareholders' meeting, with preferential subscription rights canceled | approved | 81.78 | 18.05 | 0.17 |
17 | Delegation of power to the Executive Board to increase the number of shares to be issued in the event of excess demand | approved | 82.41 | 17.42 | 0.17 |
18 | Delegation of power to the Executive Board to increase share capital in consideration for contributions of shares, either independently or through a public exchange offer | approved | 81.30 | 18.53 | 0.17 |
19 | Delegation of power to the Executive Board to increase share capital through the capitalization of reserves, profits or premiums | approved | 99.68 | 0.16 | 0.16 |
20 | Maximum aggregate amount of capital increases | approved | 83.78 | 15.90 | 0.32 |
21 | Delegation of power to the Executive Board to increase share capital with preferential subscription right canceled through the issue of shares reserved for members of the Group savings plan | approved | 98.38 | 1.23 | 0.39 |
22 | Authorization granted to the Executive Board to grant stock subscription options to corporate officers and employees, with preferential subscription right canceled, and/or stock purchase options | approved | 85.59 | 13.46 | 0.95 |
23 | Authorization to the Executive Board to grant performance shares to corporate officers and employees, with preferential subscription right canceled | approved | 85.15 | 14.70 | 0.15 |
24 | Approval of the plan to transform the Company's legal status by adopting the societas europeae form and the terms of the conversion plan | approved | 98.96 | 0.88 | 0.16 |
25 | Approval of the by-laws of the Company under its new societas europeae structure | approved | 98.91 | 0.93 | 0.16 |
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26 | Transfer to the Company's Executive Board under its new SE form all authorizations and powers in force that may have been granted by shareholders to the Company's Executive Board under its société anonyme form | approved | 99.04 | 0.54 | 0.42 |
27 | Approval of changes to the by-laws | approved | 82.72 | 16.97 | 0.31 |
2015 Calendar
H1 2015 earnings / Publication of NAV (pre-market release) Thursday, September 10, 2015 2015 Investor Day / publication of NAV and trading update (pre-market release) Thursday, December 3, 2015 About Wendel
Wendel is one of Europe's leading listed investment firms. The Group invests internationally, in companies that are leaders in their field, such as Bureau Veritas, Saint-Gobain, Materis Paints, Stahl, IHS and Constantia Flexibles. Wendel plays an active role as industry shareholder in these companies. It implements long-term development strategies, which involve boosting growth and margins of companies so as to enhance their leading market positions. Through Oranje-Nassau Développement, which brings together opportunities for investment in growth, diversification and innovation, Wendel is also a shareholder of exceet in Germany, Mecatherm and Parcours in France, Nippon Oil Pump in Japan, Saham Group in Africa and CSP Technologies in the United States.
Wendel is listed on Eurolist by Euronext Paris.
Standard & Poor's ratings: Long-term: BBB-, stable outlook - Short-term: A-3 since July 7, 2014.
Wendel is the Founding Sponsor of Centre Pompidou-Metz. In recognition of its long-term patronage of the arts, Wendel received the
distinction of "Grand Mécène de la Culture" in 2012.
Christine Anglade-Pirzadeh: +33 (0)1 42 85 63 24 Olivier Allot: +33 (0)1 42 85 63 73 c.angladepirzadeh@wendelgroup.com o.allot@wendelgroup.com
Caroline Decaux: +33 (0)1 42 85 91 27 Elisa Muntean: +33 (0)1 42 85 63 67 c.decaux@wendelgroup.com e.muntean@wendelgroup.com
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