COMBINED GENERAL MEETING
OF NOVEMBER 30, 2016
In line with the provisions of Article L. 225-106-1 of the French Commercial Code
The shareholders of the Company met at a Combined General Meeting on November 30, 2016, at the Cloud Business Center, located at 10 bis, rue du 4 Septembre – Salon New York in the 2nd arrondissement of Paris, France. Shareholders were invited to attend the meeting by means of a notification published in the Bulletin des Annonces Légales Obligatoires [French official bulletin of legal notices] on November 11, 2016 (Bulletin No. 136), a notice published in Le Publicateur Légal, the journal of legal notices, in the edition of November 14, 2016, and in letters sent to registered shareholders.
The meeting was chaired by Mr. Thierry Gadou, Chairman and ceo of the Company.
Total number of shares: 11,688,672
Number of voting rights exercisable: 11,677,013
Number of shares held by shareholders present or represented: 8,125,183
Percentage of capital represented: 69.58%
|Present or represented||25||4,287,336||0||4,287,336|
|Proxies of the chairman||11||1,920,932||0||1,920,932|
The Chairman reminded attendees of the results of 2015. He then presented the key events of 2016 and the FINANCIAL results from the first six months of 2016.
The Chairman then presented the draft text of the resolutions submitted to the vote of shareholders and answered the questions asked.
The Auditor responsible for contributions (Commissaire aux apports) presented the contents of the report on remuneration and the value of the contributions.
Similarly, the Auditors presented the contents of their report on the authorization to allocate bonus shares.
The Chairman then opened the floor for discussions. He said that the members of the Board of Directors were at the disposal of shareholders to provide any explanations deemed useful in view of the agenda of the Ordinary and Extraordinary General Meeting. He gave the floor to any person wishing to speak.
The Chairman provided all information and explanations requested.
After this, as nobody had anything else to say, the Chairman submitted the items on the agenda to a vote, one after the other.
All of the resolutions proposed by the Board of Directors were approved.
|Percentage of capital represented||Against||Abstention||Percentage of capital represented|
|Number of votes expressed||Number of votes expressed||Number of votes expressed|
First resolution - OGM
Implementing a share buyback program
Second resolution - EGM
Approval of contributions in kind to the Company of shares in Findbox GmbH, of their evaluation and payment; approval of a capital increase with a nominal value of €530,228 by issuing 265,114 new ordinary shares each with a nominal value of €2
Third resolution - EGM
Approval of contributions in kind to the Company of shares in Pervasive Displays Inc., of their evaluation and their payment.Delegation of powers to the Board of Directors to enact a Company capital increase in order to pay for these contributions in kind
Fourth resolution - EGM
Modification of the articles of incorporation to change the Company name
Fifth resolution - EGM
Authorization granted to the Board of Directors to freely distribute shares to one or several employees and/or managing corporate officers with performance conditions attached
Sixth resolution - EGM
SES-imagotag is a specialist in digital solutions for physical retail and world leader in electronic labeling systems. The Group designs and markets all the components of its solutions (software, radio-frequency infrastructure, labels and mounts), thus providing its clients with a turnkey solution. The range of products and services offered by SES-imagotag allows retailers to manage pricing dynamically, while improving store productivity and developing new contactless uses for consumers.
SES-imagotag is listed in compartment B of the Euronext™ Paris
Ticker: SESL – isin code: FR0010282822 – Reuters: SESL.PA – Bloomberg: SESL
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Marc Willaume / Tristan Roquet Montégon: Tel. +33 (0)1 44 71 00 13 / email@example.com