EUROPACORP (EPA:ECP) - Report on the 28 September 2020 General Shareholders’ Meeting

Transparency directive : regulatory news

28/09/2020 20:53

PRESS RELEASE

Report on the 28 September 2020 General Shareholders' Meeting

Saint-Denis, 28 September 2020 - EuropaCorp's ordinary and extraordinary
General Shareholders' Meeting was held today, behind closed doors. Attendees
were:
- Mr Luc Besson, President of the Board;
- Mr Axel Duroux, CEO;
- Messrs Arnaud Malivoire and Olivier Juramie, Auditors;
- Mr Arnaud de Senilhes, Secretary of the Board;
- Mr Régis Marillas;
- Mr Vincent Teyssot, CFO.

Given the sanitary crisis linked to the Covid-19 epidemic, shareholders had
been invited to vote remotely until the day before the General Meeting.

All the resolutions have been adopted.

Details of the votes by resolution are presented in the appendix, as well as
the answers to the written questions asked in preparation for this meeting.

ABOUT EUROPACORP

Founded in 1999, EuropaCorp has grown to become the leading film and series
production studio in Europe.
The Group's international activities cover the entire film value chain with
expertise in production, theatrical distribution, international sales, TV,
video & VOD, and music publishing. EuropaCorp is able to ensure creativity and
quality throughout the lifecycle of its films and television projects. The
Group has produced or co-produced more than 120 films and has distributed more
than 160 of them in French cinemas. Since 1999, it has produced 10 of the 20
biggest French hits internationally and 22 films among the 70 French
productions with the most international admissions (source: Le film français -
May 17, 2019). The Group has also been active since 2010 in the production of
TV series and single titles for platforms worldwide.
EuropaCorp was created by the director, screenwriter and producer Luc Besson.
More information on www.europacorp.com

Contacts

Groupe EuropaCorp
Lisa Reynaud / Investor Relations / investors@europacorp.com
Régis Lefèbvre / Communication / rlefebvre@europacorp.com
Tel: 01 55 99 50 00

NewCap
Pierre Laurent / NewCap
plaurent@newcap.fr / Tel: 01 44 71 94 94

          EuropaCorp is listed on the C Compartment of Euronext Paris
                ISIN Code: FR0010490920 - MNEMO Code: ECP

                                APPENDIX

Detail of the votes cast

The shareholders who were present or represented at the meeting held a total of
101,948,689 (83.53%), which constitutes a sufficient quorum for both the
ordinary and extraordinary sessions of the meeting.

Resolution               Subject

1 Approval of the company accounts for the financial year ended on 31 March
2020

2 Approval of the consolidated accounts for the financial year ended on 31
March 2020

3 Distribution of profits for the financial year ended on 31 March 2020

4* Approval of the special report of the Statutory Auditors drawn up pursuant
to article L. 225-40 on regulated agreements referred to in article L. 225-38
of the Commercial Code and approval of said agreements

5* Approval of the special report of the Statutory Auditors on regulated
agreements and approval of said agreements referred to in article L. 225-42 of
the Commercial Code

6 Approval of information relating to the remuneration of corporate officers
mentioned in I of article L. 225-37-3 of the French Commercial Code

7 Approval of fixed and variable components of the remuneration and benefits of
any kind paid or awarded for the 2019-2020 financial year to Mr Luc Besson, as
Chairman of the Board of Directors, and Chairman and Chief Executive Officer

8 Approval of fixed and variable components of the remuneration and benefits of
any kind paid or awarded for the 2019-2020 financial year to Mr Régis
Marillas, as Deputy Chief Executive Officer

9 Approval of Mr Luc Besson's remuneration policy, in his capacity as Chairman
and Chief Executive Officer and then Chairman of the Board of Directors, for
fiscal year 2020-2021

10 Approval of the remuneration policy of Mr Axel Duroux, in his capacity as
Chief Executive Officer, for the 2020-2021 fiscal year

11 Approval of Mr. Régis Marillas' remuneration policy, in his capacity as
Deputy Managing Director for fiscal year 2020-2021

12 Approval of Directors' Compensation Policy for fiscal year 2020-2021

13 Authorisation of a plan by the Company to repurchase its own shares

14 Renewal of statutory auditors and alternate auditors

15 Renewal of the term of office of Mr Luc Besson as Director

16 Appointment of Mr. Axel Duroux as Director

17 Delegation of authority to give the Board of Directors to decide on the
issue, with the maintenance of the preferential subscription right, ordinary
shares and/or securities giving immediate and/or future access to the capital
of the Company or to debt securities

18 Delegation of authority to the Board of Directors to decide on the issue, by
public offer, with the removal of the preferential subscription right, ordinary
shares and/or securities giving immediate and/or future access to the capital
of the Company or to debt securities

19 Delegation of competence to the Board of Directors to decide on the issue,
with the removal of the preferential subscription right, of ordinary shares
and/or securities giving immediate and/or future access to the capital of the
Company or to debt securities the framework of an offer referred to in II of
article L. 411-2 of the French Monetary and Financial Code

20 Approval to give the Board of Directors to set the price of issues of
ordinary shares or securities with the removal of the preferential right of
subscription of shareholders, up to a limit of 10% of the capital per annum

21 Authorisation to give the Board of Directors the authority to increase, in
accordance with article L. 225-135-1 of the Commercial Code, the number of
shares to be issued in connection with issues carried out with the maintenance
or removal of the preferential subscription right of shareholders

22 Delegation of authority to the Board of Directors to carry out an increase
of capital, with the removal of the preferential right of subscription of
shareholders, reserved for employees of the Company or related companies

23 Overall limit of cash issuance authorisations

24 Delegation to the Board of Directors of powers to increase the share capital
by issuing ordinary shares or transferable securities giving access to the
share capital of the Company as remuneration for securities contributed in the
framework of a public Swap offering initiated by the Company

25 Delegation to the Board of Directors of powers to decide on the issue of
ordinary shares of the Company within the limit of 10% of the share capital, as
remuneration for contributions in kind granted to the Company

26 Delegation of powers to be granted to the Board of Directors for the purpose
of issuing securities giving access to the Company's capital, with the
removal of the preferential subscription right, in the framework of a swap of
financial securities

27 Authorisation to the Board of Directors to grant share subscription or
purchase options to the employees or corporate officers of the Company and its
affiliates

28 Authorising the Board of Directors to carry out free assignments of existing
Company shares and/or those to be issued to employees or corporate officers of
the Company and affiliates

29 Delegation of powers to be granted to the Board of Directors to increase
share Capital by incorporation of premiums, reserves, profits or other

30 Authorisation to give the Board of Directors for the effect of reducing
share capital by cancellation of shares

31 Powers for formalities

(*) For those resolutions, the shares held by Front Line Mr. Luc Besson and Mr.
Régis Marillas (for a total of 12,944,470 shares) were not taken into account
when calculating the quorum and the votes cast.

                                     % votes
% votes for    % votes against      abstention                 Results

99.97%              0.01%              0.02%              Resolution adopted
99.97%              0.01%              0.02%              Resolution adopted
99.97%              0.01%              0.02%              Resolution adopted
99.48%              0.49%              0.03%              Resolution adopted
99.48%              0.49%              0.03%              Resolution adopted
99.53%              0.45%              0.02%              Resolution adopted
99.48%              0.49%              0.03%              Resolution adopted
99.47%              0.07%              0.46%              Resolution adopted
99.46%              0.51%              0.03%              Resolution adopted
99.48%              0.51%              0.03%              Resolution adopted
99.47%              0.09%              0.44%              Resolution adopted
99.90%              0.07%              0.03%              Resolution adopted
99.55%              0.43%              0.02%              Resolution adopted
99.97%              0.01%              0.02%              Resolution adopted
99.52%              0.46%              0.02%              Resolution adopted
99.96%              0.02%              0.02%              Resolution adopted
99.95%              0.02%              0.03%              Resolution adopted
99.93%              0.04%              0.03%              Resolution adopted
99,92%              0,05%              0,03%              Resolution adopted
99.50%              0.47%              0.03%              Resolution adopted
99.88%              0.09%              0.03%              Resolution adopted
99.88%              0.09%              0.03%              Resolution adopted
99.90%              0.08%              0.02%              Resolution adopted
99,45%              0,52%              0,03%              Resolution adopted
99.51%              0.46%              0.03%              Resolution adopted
99.44%              0.53%              0.03%              Resolution adopted
99.44%              0.53%              0.03%              Resolution adopted
99.43%              0.54%              0.03%              Resolution adopted
99.88%              0.09%              0.03%              Resolution adopted
99.95%              0.02%              0.03%              Resolution adopted
99.97%              0.00%              0.03%              Resolution adopted

Written questions addressed during the General Meeting

Question 1: Is there any thought at Europacorp about the production of
documentaries? Are the advent of new distribution platforms and their need for
French content (with preference for short formats) a great opportunity to start
such activity?

Axel Duroux speaks:
"If the production of fiction feature films is the core business of the
Company, EuropaCorp sets no limit regarding the format of its contents. In the
past, EuropaCorp has notably produced the documentary Home, directed by Yann
Arthus-Bertrand. Luc Besson has himself directed the documentary Atlantis in
1991.
My own experience, before becoming the new CEO of the Company, relating to TV
shows (Endemol, TF1), will allow EuropaCorp to grasp potential opportunities
linked to content delinearization and innovation on formats. Reflection on this
matter is real."

Question 2: Is the ambition to have an environmental impact considered? Luc
Besson could easily become the French David Attenborough, a place where nobody
expects him but where he would be legitimate since The Big Blue (a film so
beautiful!).

Luc Besson speaks:
"The Company has a real ambition in this matter, and impact comes two ways: the
form and the substance.
In substance, it's very clear, in particular with films like Arthur with a
strong environmental message for children. But it was also the case with films
like The Big Blue, the documentaries Home, The Cove, and Atlantis, or the world
of Valerian. Environment has always been at the heart of our films, without
being militant, and above all we have always wanted to convey this message to
the kids.
Regarding the form, film shootings are much more environmentally friendly today
than in the past. We hold meetings before starting shooting about environmental
impact, which is taken into account without impacting the quality of the
film.
In addition, digital technology has changed cinema. Before, there were film
rolls, made from oil and carried by trucks. Now, copies are sent by internet.
Slow and steady, silently, we act for this noble cause."

Question 3: Beyond environmental commitment, has EuropaCorp considered societal
commitment? Making a sci-fi film about the world post-virus could significantly
impact the behaviours of today and then save thousands of lives? Imagining the
future is also a way to shape it.

Luc Besson speaks:
"It's tempting, but we can't think this way. Story comes first. If we have a
story which allows it, of course, but we won't make a story only with this
purpose. We are not militants but citizens. Today we need citizens to be
informed and committed, because there are 7 billion of them. We try to convince
citizens more than convince people to become militants."

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