CLARANOVA S.E.

A European company (Societas Europaea or SE) with capital of €45,990,070

Registered office: Immeuble Adamas, 2 rue Berthelot, CS 80141

92414 Courbevoie Cedex - France

Registered in Nanterre (RCS No.°329 764 625)

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Preliminary Notice (Avis de Réunion)

of the Combined Ordinary and Extraordinary General Meeting

The shareholders of CLARANOVA S.E. (the "Company") are informed that they are called to the Annual Ordinary and Extraordinary General Meeting of the Company to be held on Wednesday, November 30, 2021 at 3:00 p.m., at the Business Center Tour Egée, 9 - 11 Allée de l'Arche, 92400 Courbevoie, France in order to deliberate on the following agenda:

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

  1. Approval of the annual financial statements for the fiscal year ended June 30, 2022
  2. Approval of the consolidated financial statements for the fiscal year ended June 30, 2022
  3. Appropriation of net income for the fiscal year ended June 30, 2022
  4. Approval of the agreements governed by Articles L. 225-38et seq. of the French Commercial Code
  5. Ratification of the transfer of the registered office, in accordance with Article 4 of the Company's Articles of Association
  6. Ratification of the co-optation of Mr. Roger Bloxberg as a Director of the Company
  7. Ratification of the co-optation of Mr. Eric Gareau as a Director of the Company
  8. Ratification of the co-optation of Mr. Todd Helfstein as a Director of the Company
  9. Renewal of the term of office of Mr. Todd Helfstein as a Non-Voting Observer (Censeur) of the Company, for a period of six (6) fiscal years, in accordance with Article 18 of the Company's Articles of Association
  10. Appointment of Mazars SA as Statutory Auditor to replace Aplitec
  11. Approval of the information on individual corporate officer compensation required by Article L. 22-10-9, paragraph I, of the French Commercial Code for FY 2021-2022
  12. Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to Pierre Cesarini, Chairman of the Board of Directors
  13. Approval of fixed and variable components of total compensation and benefits of all kinds paid or granted to Pierre Cesarini, Chief Executive Officer, in respect of the fiscal year ended June 30, 2022
  14. Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the Deputy CEO, Jean-Yves Quentel
  15. Approval of the compensation policy for the Chairman-CEO of the Company for FY 2022-2023
  16. Approval of the compensation policy for the Deputy CEO for FY 2022-2023
  17. Approval of the Company's non-executive officer compensation policy for fiscal year 2022-2023
  18. Determination of the amount of total compensation of directors for FY 2020-2023
  19. Delegation of authority to the Board of Directors to increase the share capital of the Company through the capitalization of reserves, retained earnings or other items
  20. Authorization to be granted to the Board of Directors to trade in the Company's shares

RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING

  1. Delegation of authority to the Board of Directors to reduce the Company's share capital by cancellation of own shares
  2. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to equity securities of the Company and/or any subsidiary, maintaining the preferential subscription right
  3. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities, with the cancellation of the preferential subscription right, through a public offering and with an option to grant a priority right

English translation of the French original for information and convenience purposes only

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  1. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities of the Company, with the cancellation of the preferential subscription right of shareholders, by way of a "private placement" as referred to in article L. 411-2 1°of the French financial and monetary code
  2. Authorization to be granted in accordance with Article L. 22-10-52 paragraph 2 of the French Commercial Code to the Board of Directors to set the issue price of shares, securities in the form of equity securities giving access to other equity securities or entitlement to the allotment of debt securities and/or securities giving access to equity securities, canceling the preferential subscription rights within the framework of the delegation of authority covered by the 23th and 24th resolutions
  3. Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to equity securities, with the cancellation of the preferential subscription right, in favor of a specific category of individuals
  4. Delegation of authority to be granted to the Board of Directors to increase the number of shares to be issued in the event of a capital increase, with or without preferential subscription rights
  5. Delegation of authority granted to the Board of Directors for the purpose of issuing shares or other securities through a capital increase as consideration for contributions in kind
  6. Delegation of authority to the Board of Directors for the purpose of issuing securities through a capital increase in the event of a public exchange offer initiated by the Company
  7. Authorization given to the Board of Directors to proceed with restricted stock awards (attribution gratuite d'actions) granting existing shares and/or shares to be issued, entailing the waiver by shareholders of their preferential subscription right
  8. Overall ceiling on share capital increases
  9. Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities giving access to the capital, reserved for participants in a company stock ownership plan, with cancellation of preferential subscription rights in favor of the latter
  10. Powers for formalities

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RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

FIRST RESOLUTION (Approval of the annual financial statements for the fiscal year ended June 30, 2022)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, and having read the Board of Directors' management report and corporate governance report, as well as the statutory auditors' report on the annual financial statements,

approves the annual financial statements for the fiscal year ended June 30, 2022, as presented to it, and the transactions reflected in these financial statements and summarized in these reports, showing a net loss of €9,392,190.26.

approves the absence of expenses and charges referred to in Article 39-4 of the French General Tax Code.

SECOND RESOLUTION (Approval of the consolidated financial statements for the fiscal year ended June 30, 2022)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, and having read the Board of Directors' management report and corporate governance report, as well as the statutory auditors' report on the consolidated financial statements,

approves the consolidated financial statements for the fiscal year ended June 30, 2022, as presented to it, and the transactions reflected in these financial statements and summarized in these reports, showing a loss of €9,952,987.75

THIRD RESOLUTION (Appropriation of net income for the fiscal year ended June 30, 2022)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

resolves, in accordance with the Board of Directors' proposal, to allocate the net income for the fiscal year ended June 30, 2022, i.e. an accounting loss of €9,392,190, in full to the "Retained earnings" account, and on that basis increase the accumulated deficit to €121,456,011.55.

In accordance with Article 243 bis of the French General Tax Code, the General Meeting duly notes that no dividends have been paid in the past three fiscal years.

FOURTH RESOLUTION (Approval of the agreements governed by Articles L. 225-38 et seq. of the French Commercial Code)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, having read the statutory auditors' special report on the regulated agreements referred to in Articles L. 225-38et seq. of the French Commercial Code,

approves the conclusions of the statutory auditors' report prepared in accordance with Article L. 225-38 of the French Commercial Code on agreements subject to authorization and the agreements presented therein.

FIFTH RESOLUTION (Ratification of the transfer of the registered office, in accordance with Article 4 of the Company's Articles of Association)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to ratify the transfer of the registered office Immeuble Adamas, 2 rue Berthelot, 92414 Courbevoie Cedex.

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SIXTH RESOLUTION (Ratification of the co-optation of Mr. Roger Bloxberg as a Director of the Company)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to ratify the co-optation of Mr. Roger Bloxberg as a Director, decided by the Board of Directors on May 24, 2022, replacing Mr. Chahram Becharat who resigned, for the remainder of his predecessor's term of office, or until the end of the annual general meeting called to approve the financial statements for the period ending June 30, 2024.

SEVENTH RESOLUTION (Ratification of the co-optation of Mr. Eric Gareau as a Director of the Company)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to ratify the co-optation of Mr. Eric Gareau as a Director, decided by the Board of Directors on May 24, 2022, replacing Mr. Jean-Yves Quentel who resigned, for the remainder of his predecessor's term of office, or until the end of the annual general meeting called to approve the financial statements for the period ending June 30, 2027.

EIGHTH RESOLUTION (Ratification of the co-optation of Mr. Todd Helfstein as a Director of the Company)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to ratify the co-optation of Mr. Todd Helfstein as a Non-Voting Observer (Censeur) , decided by the Board of Directors on May 24, 2022, replacing Mr. Marc Goldberg who resigned, for the remainder of his predecessor's term of office, i.e. until November 30, 2022, the date of the present General Meeting called to approve the financial statements for the financial year ending June 30, 2022.

NINTH RESOLUTION (Renewal of the appointment of Mr. Todd Helfstein as a Non-Voting Observer)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to renew the appointment of Mr. Todd Helfstein as a Non-Voting Observer on the Board of Directors as of today, for a period of six (6) fiscal years, i.e. until the end of the General Meeting called to approve the financial statements for the fiscal year ending June 30, 2028.

TENTH RESOLUTION(Appointment of Mazars SA as Statutory Auditor to replace Aplitec)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

resolves to appoint Mazars SA as Statutory Auditor to replace Aplitec, whose term of office expires at the close of this Shareholders' Meeting.

As required by law, this term of office is for a period of six fiscal years, i.e. until the end of the General Meeting called to approve the financial statements for the fiscal year ending June 30, 2028.

ELEVENTH RESOLUTION ((Approval of the information on individual corporate officer compensation required by Article L. 22-10-9, paragraph I, of the French Commercial Code for FY 2021-2022)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34-I of the French Commercial Code, the information referred to in Article L. 22-10-9-I of the French Commercial Code presented therein.

TWELFTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid or granted to Pierre Cesarini, Chairman of the Board of Directors, in respect of the fiscal year ended June 30, 2022)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34-II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the Chairman of the Board of Directors as presented in article L. 22-10-9 of said code.

THIRTEENTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the Chief Executive Officer, Pierre Cesarini,)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34-II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the Chief Executive Officer as presented in article L. 22-10-9 of said code.

FOURTEENTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the deputy CEO, Jean-Yves Quentel)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

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having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34-II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2022 to the Deputy CEO as presented in article L. 22-10-9 of said code.

FIFTEENTH RESOLUTION (Approval of the compensation policy for the Chairman-CEO for FY 2022-2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the Company's FY 2022-2023 compensation policy for the Company's Chief Executive Officer, as presented in the corporate governance report.

SIXTEENTH RESOLUTION (Approval of the compensation policy for the Deputy CEO for FY 2022-2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the Company's FY 2022-2023 compensation policy for the Company's Deputy Chief Executive Officer, as presented in the corporate governance report.

SEVENTEENTH RESOLUTION (Approval of the compensation policy for non-executive officers of the Company for FY 2022-2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the Company's FY 2022-2023 compensation policy for the Company's non-executive officers, as presented in the corporate governance report.

EIGHTEENTH RESOLUTION (Determination of the amount of total compensation of directors)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's 2021-2022 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

decides to set, as from the FY 2022-2023 , the maximum annual compensation provided for in Article L. 225-45 of the French Commercial Code to be allocated to the directors as members of the Board, at €320,000, and this until otherwise decided by the General Meeting.

NINETEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital of the Company through the capitalization of reserves, retained earnings or other items)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

in accordance with Articles L. 225-130 and L. 22-10-50 of the French Commercial Code,

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the articles of association, its authority to proceed, on one or more occasions with capital increases, in proportions and at such times of its choosing, through the capitalization of reserves, earnings or additional paid-in capital or other amounts eligible for capitalization by law or the provisions of the articles of association, in the form of a grant of restricted stock units (attribution d'actions gratuites) or an increase in the nominal value of existing shares, or by combination of these two methods;

resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation of authority is set at €22,000,000, whereby it is specified that:

  • this amount will be increased, as necessary, by the nominal amount of shares to be issued, in accordance with the law, and, as necessary, applicable contractual provisions, to preserve the rights of holders of securities and other rights giving access to the company's capital;
  • the nominal amount of the capital increases that may be carried out under this resolution will not be included within the overall ceiling set by the 31st resolution of this general meeting;

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub-delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

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  • determine the dates and conditions of the issues;
  • set the amount and the nature of the amounts to be capitalized, set the number of new shares to be issued and/or the amount by which the nominal amount of existing shares comprising the share capital will be increased;
  • set the date, even retroactively, as from which the new shares will carry dividend rights or the effective date of the increase in the nominal value of the shares;
  • decide in the case of the award of restricted stock units (actions gratuites), (i) that the fractional rights shall not be negotiable and the corresponding shares will be sold; the proceeds of said sales will be allocated to the holders of such rights in accordance with the conditions provided for by regulation (ii) that the shares that would be granted on the basis of existing shares carrying a double voting right will benefit from this right upon issuance (iii) to make all adjustments in order to take into account the impact of corporate actions affecting the Company's capital or shareholders' equity and set the procedures according to which, as applicable, the rights of holders of securities giving access to the capital or beneficiaries of subscription or purchase options or restricted stock units (attribution gratuite d'actions) will be preserved;
  • record completion of the capital increase(s), amend the articles of association in consequence and carry out all necessary formalities; and
  • and in general, take all measures and perform all formalities useful for the issue, the listing of the securities and the agency agreement for the servicing of securities issued under this authority as well as for the exercise of rights attached to the securities;

resolves that this delegation of authority will be valid for a period of twenty-six (26) months as from the date of this general meeting;

duly notes that this delegation of authority supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose;

duly notes that, if the Board of Directors uses the delegation of authority granted under this resolution, it will report to the next ordinary general meeting, as required by laws and regulations, on the uses made of authorizations granted herein.

TWENTIETH RESOLUTION (authorization granted to the Board of Directors to trade in the Company's shares)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings and having read the Board of Directors' report,

authorizes the Board of Directors, with the power of sub-delegation to the Chief Executive Officer or the Deputy CEO, to buy or sell shares of the Company as part of a share buyback program, in accordance with the provisions of Articles L. 225-206et seq. of the French Commercial Code, the provisions of Articles L. 22-10-62et seq. of the French Commercial Code, the provisions of Articles 241-1 to 241-7 of the General Regulations of the France Market Authority (Autorité des Marchés Financiers or "AMF") and the provisions of the relevant European market abuse regulations;

resolves that this authorization is intended for the purpose of:

  • maintaining an orderly market in the company's shares under a liquidity contract entered into with an investment services provider that complies with the conduct of business rules recognized by the AMF,
  • grants or sales of shares to employees and/or corporate officers of the Company or affiliated companies, under the terms and according to the methods provided by law, and notably with respect to the French statutory profit-sharing scheme,
  • the retention of shares and their subsequent remittance in payment or exchange for future acquisitions, mergers, demergers or contribution transactions, occurring at the level of the Company or, where allowed by applicable regulation, of the companies that it controls;
  • their use in any transaction to hedge the Company's commitments involving financial instruments notably covering changes in the Company's share price;
  • remittance of shares pursuant to the exercise of rights attached to securities granting access, immediately or in the future, by redemption, conversion, exchange, presentation of a warrant or any other form of granting Company shares, and the execution of all hedging transactions relating to the issue of such securities, under the terms stipulated by the market authorities and at the times the Board of Directors sees fit,
  • the cancellation of some or all of the shares through a share capital reduction (notably for the purpose of optimizing cash management, return on equity or earnings per share), subject to the adoption by this General Meeting of the 21th resolution below,
  • the implementation of any market practice accepted or that may be accepted by the AMF and, more generally, carrying out of any transaction complying with prevailing regulations.

duly notes that the maximum number of shares that may be bought back by the Company under this resolution may not exceed 10% of the shares comprising the Company's share capital at any time, this percentage being adjusted for transactions impacting the share capital and performed after this General Meeting, it being specified that when shares are repurchased in connection with a liquidity agreement, the number of shares taken into account in calculating the above 10% limit will be the number of shares purchased minus the number of shares resold during the authorization period;

resolves that, in accordance with the law, the number of shares that may be purchased by the Company with a view to their retention and subsequent remittance in payment or exchange in connection with an acquisition, merger, demerger or contribution, may not exceed 5 % of its share capital;

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the maximum purchase price per share may not exceed €20 (excluding execution fees), subject to adjustments to take into account the impact of new corporate actions by the Company, and notably in the event of a change in the par value of the share, a share capital increase by capitalizing reserves, a restricted stock unit award (attribution gratuite d'actions), a stock split or reverse stock split, a distribution of reserves or any other assets, a share capital redemption, or any other transaction impacting the share capital, within the limit of a maximum amount which may be paid by the Company in connection with this authorization equal to €22,000,000.

delegates to the Board of Directors, in the event of a change in the par value of the share, a share capital increase by capitalizing reserves, a free share grant, a stock split or reverse stock split, a distribution of reserves or any other assets, a share capital redemption, or any other transaction impacting the share capital, the power to adjust the above purchase price to take account the impact of such transactions on the value of the shares.

grants full powers to the Board of Directors, with the power of sub-delegation to the Chief Executive Officer or the Deputy CEO, to:

English translation of the French original for information and convenience purposes only

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Claranova SA published this content on 24 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 October 2022 13:29:02 UTC.