press release - june 3, 2016
Combined ordinary and extraordinary annual general meeting 2016 - All resolutions are adopted
All the 21 resolutions submitted to the shareholders' vote at the General Meeting held on June 1, 2016, were approved.
The General Meeting notably approved the payment of a cash dividend amounting to €2.15 per share, an increase of 7.5% compared to 2014, and the renewal of the appointment of François de Wendel as a member of the Supervisory Board.
The ex-dividend date is June 6, 2016, the payment date is June 8, 2016.
Number of shares comprising the share capital: 48,007,880
Number of shares having the voting right: 45,929,341
The quorum reached 68.21% of the shares having the voting right (representing 31,326,538 shares and 51 867 179 votes for 1,110 shareholders).
Result of the votes
Wendel is now a European company: a majority of shareholders is calculated on the basis of votes cast (for or against). Abstentions are not taken into account and are not assimilated with "no" votes.
| N° | Resolutions pertaining to the ordinary meeting | Result | % « For » | Votes « For » | % « Against » | Votes « Against » | Votes cast |
| 1 | Approval of the 2015 parent company financial statements | Approved | 99.95 | 51 570 713 | 0.05 | 25 958 | 51,596,671 |
| 2 | Approval of the 2015 consolidated financial statements | Approved | 99.74 | 51 495 760 | 0.26 | 133 974 | 51,629,734 |
| 3 | Net income allocation, dividend approval and payment | Approved | 99.81 | 51 530 595 | 0.19 | 100 066 | 51,630,661 |
| 4 | Approval of related party agreements | Approved | 92.22 | 47 015 569 | 7.78 | 3 966 021 | 50,981,590 |
| 5 | Approval of a related party agreement | Approved | 92.96 | 15 677 986 | 7.04 | 1 186 764 | 16,864,750 |
| 6 | Renewal of the appointment of François de Wendel as a member of the Supervisory Board | Approved | 94.58 | 48 821 830 | 5.42 | 2 799 919 | 51,621,749 |
| 7 | Non-binding vote on compensation owed or granted to Executive Board Chairman Frédéric Lemoine | Approved | 88.24 | 45 468 000 | 11.76 | 6 060 820 | 51,528,820 |
| 8 | Non-binding vote on compensation owed or granted to Executive Board member Bernard Gautier | Approved | 88.15 | 45 532 828 | 11.85 | 6 121 872 | 51,654,700 |
| 9 | Authorization granted to the Executive Board to purchase the Company's shares | Approved | 99.47 | 51 305 480 | 0.53 | 274 259 | 51,579,739 |
| 21 | Powers for legal formalities | Approved | 99.84 | 51 503 058 | 0.16 | 81 672 | 51,584,730 |
| N° | Resolutions pertaining to the ordinary meeting | Result | % « For » | Votes « For » | % « Against » | Votes « Against » | Votes cast |
| 10 | Delegation of power to the Executive Board to increase share capital with preferential subscription rights maintained | Approved | 98.32 | 50 510 509 | 1.68 | 862 917 | 51,373,426 |
| 11 | 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 | 96.29 | 49 446 593 | 3.71 | 1 902 634 | 51,349,227 |
| 12 | Delegation of power to the Executive Board to increase share capital with preferential subscription rights canceled, under a private placement | Approved | 95.99 | 49 139 978 | 4.01 | 2 053 704 | 51,193,682 |
| 13 | 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 | 82.38 | 42 253 787 | 17.62 | 9 037 283 | 51,291,070 |
| 14 | Delegation of power to the Executive Board to increase the number of shares to be issued in the event of excess demand | Approved | 83.69 | 42 534 882 | 16.31 | 8 291 980 | 50,826,862 |
| 15 | 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 | 96.26 | 49 589 931 | 3.74 | 1 927 678 | 51,517,609 |
| 16 | Delegation of power to the Executive Board to increase share capital through the capitalization of reserves, profits or premiums | Approved | 99.85 | 51 442 948 | 0.15 | 75 113 | 51,518,061 |
| 17 | Maximum aggregate amount of capital increases | Approved | 85.47 | 44 027 116 | 14.53 | 7 486 867 | 51,513,983 |
| 18 | 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 | 98.85 | 50 882 598 | 1.15 | 594 037 | 51,476,635 |
| 19 | 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 | 84.62 | 43 142 139 | 15.38 | 7 841 934 | 50,984,073 |
| 20 | Authorization to the Executive Board to grant performance shares to corporate officers and employees, with preferential subscription right canceled | Approved | 85.52 | 44 136 333 | 14.48 | 7 474 809 | 51,611,142 |
Financial calendar
9/8/2016
H1 2016 earnings / Publication of NAV (pre-market release)
By conference call
12/1/2016
2016 Investor Day / Publication of NAV and trading update (pre-market release)
In London
3/23/2017
2016 full-year results / Publication of NAV (pre-market release)
In Paris
5/18/2017
Shareholders' Meeting / Publication of NAV and trading update (before Shareholders' Meeting)
In Paris
9/7/2017
H1 2017 earnings / Publication of NAV (pre-market release)
By conference call
11/30/2017
2017 Investor Day / Publication of NAV and trading update (pre-market release)
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, Cromology, Stahl, IHS, Constantia Flexibles and AlliedBarton Security Services. 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 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: 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.
For more information: www.wendelgroup.com
Follow us on Twitter @WendelGroup and @_FLemoine_
Press contacts
Christine Anglade-Pirzadeh: +33 (0)1 42 85 63 24
c.anglade@wendelgroup.com
Caroline Decaux: +33 (0)1 42 85 91 27
c.decaux@wendelgroup.com
Analyst and investor contacts
Olivier Allot: +33 (0)1 42 85 63 73
o.allot@wendelgroup.com
Elisa Muntean: +33 (0)1 42 85 63 67
