Wendel : Press release as of May 16, 2025 – Combined Shareholders’ Meeting 2025 – All resolutions are adopted

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2025 Shareholders' Meeting

All resolutions are adopted

All the 25 resolutions submitted to Wendel shareholders' vote at the Shareholders' Meeting held on May 15, 2025 were approved.

The Shareholders' Meeting notably approved the payment of an ordinary dividend amounting to €4.70 per share, the renewal of Nicolas ver Hulst, Bénédicte Coste, François de Mitry and Priscilla de Moustier as members of the Supervisory Board, and the renewal/appointment of the Statutory Auditors in charge of auditing the financial statements and certifying sustainability information.

The ex-dividend date is May 21, 2025, the payment date is May 23, 2025.

Number of shares comprising the share capital: 44 461 997 Number of shares having the voting right: 42 458 820

Participation and quorum

Ordinary Meeting Extraordinary Meeting Shareholders Shares % Voting Shareholders Shares % Voting rights rights
Presents	57	769 522	1.81%	1 043 452	57	759 835	1.79%	1 024 078
Represented	10	206 519	0.49%	283 930	10	225 542	0.53%	289 953
Proxies to Chairman	899	19 111 782	45.01%	38 078 629	902	19 114 241	45.02%	38 083 861
Remote votes	946	10 554 892	24.86%	10 862 828	946	10 538 748	24.82%	10 830 540
Total	1 912	30 642 715	72.17%	50 268 839	1 915	30 638 366	72.16%	50 228 432

Result of the votes

N°	Resolutions pertaining to the Ordinary Meeting	Result	% For	Votes For	% Against	Votes Against	Abstention	Valid votes cast
1	Approval of the parent company financial statements for 2024	Adopted	99.77%	50 078 144	0.23%	113 323	77 024	50 191 467
2	Approval of the consolidated financial statements for 2024	Adopted	99.78%	50 082 352	0.22%	109 305	77 024	50 191 657
3	Net income allocation, dividend approval and dividend payment	Adopted	99.86%	50 175 184	0.14%	69 679	23 818	50 244 863
	Approval of regulated related-party agreements
4	entered into with certain corporate officers of the	Adopted	99.50%	49 801 797	0.50%	250 623	79 949	50 052 420
	Company
5	Approval of regulated related-party agreements entered into with Wendel-Participations SE	Adopted	98.76%	14 672 958	1.24%	184 513	31 063	14 857 471
6	Renewal of the term of office of Nicolas ver Hulst as member of the Supervisory Board	Adopted	92.28%	46 367 117	7.72%	3 880 609	20 955	50 247 726
7	Renewal of the term of office of Bénédicte Coste as member of the Supervisory Board	Adopted	87.30%	43 865 696	12.70%	6 382 002	20 791	50 247 698
8	Renewal of the term of office of François de Mitry as member of the Supervisory Board	Adopted	90.39%	45 432 122	9.61%	4 827 560	8 997	50 259 682
9	Renewal of the term of office of Priscilla de Moustier as member of the Supervisory Board	Adopted	87.97%	44 198 199	12.03%	6 046 631	23 829	50 244 830
	Reappointment of Deloitte & Associés as
10	Statutory Auditor responsible for auditing the	Adopted	99.24%	49 864 783	0.76%	379 752	24 146	50 244 535
	financial statements
	Reappointment of Deloitte & Associés as
11	Statutory Auditor responsible for certifying	Adopted	99.36%	49 918 021	0.64%	323 630	26 800	50 241 651
	sustainability information
	Appointment of Forvis Mazars as Statutory
12	Auditor responsible for auditing the financial	Adopted	99.37%	49 927 380	0.63%	314 982	26 319	50 242 362
	statements
13		Adopted	99.77%	49 908 591	0.23%	114 458	245 632	50 023 049

N°	Resolutions pertaining to the Ordinary Meeting	Result	% For	Votes For	% Against	Votes Against	Abstention	Valid votes cast
Appointment of Forvis Mazars as Statutory Auditor responsible for certifying sustainability information
	Approval of the information relating to the
	compensation items previously paid or awarded
14	to the members of the Executive Board and to	Adopted	96.30%	48 297 541	3.70%	1 856 596	114 462	50 154 137
	the members of the Supervisory Board, in
	accordance with Article L. 22-10-9 I of the
	French Commercial Code
	Approval of the compensation items paid in or
15	awarded for the year ended December 31, 2024	Adopted	95.33%	47 775 487	4.67%	2 340 708	152 484	50 116 195
	to Laurent Mignon, as Chairman of the Executive
	Board
	Approval of the compensation items paid in or
16	awarded for the year ended December 31, 2024	Adopted	95.42%	47 875 798	4.58%	2 300 531	92 310	50 176 329
	to David Darmon, as member of the Executive
	Board
	Approval of the compensation items paid during
17	or awarded for the year ended December 31,	Adopted	99.50%	49 961 633	0.50%	252 817	54 231	50 214 450
	2024 to Nicolas ver Hulst, as Chairman of the
	Supervisory Board
18	Approval of the compensation policy for the Chairman of the Executive Board	Adopted	95.29%	47 813 124	4.71%	2 363 339	92 218	50 176 463
19	Approval of the compensation policy for the member of the Executive Board	Adopted	95.31%	47 821 228	4.69%	2 355 177	92 236	50 176 405
20	Approval of the compensation policy for the members of the Supervisory Board	Adopted	99.49%	49 956 002	0.51%	258 543	54 090	50 214 545
21	Authorization given to the Executive Board to buy back Company shares	Adopted	99.71%	50 068 051	0.29%	146 269	54 315	50 214 320
25	Powers for legal formalities	Adopted	99.83%	50 175 124	0.17%	83 068	10 104	50 258 192

* * *

N°	Resolutions pertaining to the Extraordinary Meeting	Result	% For	Votes For	% Against	Votes Against	Abstention	Valid votes cast
	Delegation of authority granted to the Executive
	Board to increase the share capital through the
	issue of shares or securities giving access to the
22	share capital reserved for members of the Group	Adopted	99.26%	49 800 353	0.74%	372 812	55 103	50 173 165
	savings plan and the international Group savings
	plan, with cancellation of preferential
	subscription rights in their favor
	Authorization given to the Executive Board to
	allocate free shares to some or all of the
23	Company's executive corporate officers and	Adopted	97.73%	48 950 275	2.27%	1 139 132	138 861	50 089 407
	employees, entailing the waiver by shareholders
	of their preferential subscription rights to the
	shares to be issued
24	Amendment of Articles 14, 15 and 25 of the Company's by-laws	Adopted	99.81%	50 119 816	0.19%	92 919	15 537	50 212 735