IMERYS (EPA:NK) - IMERYS - ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING OF MAY 10, 2021

Transparency directive : regulatory news

31/03/2021 17:45

PRESS RELEASE
31 March 2021

   ORDINARY AND EXTRAORDINARY SHAREHOLDERS' GENERAL MEETING OF MAY 10, 2021

Following the decisions of the Board of Directors and the Chief Executive
O?cer, duly authorized, the ordinary and extraordinary Shareholders' General
Meeting of Imerys (the "Company") will be held behind closed doors, without the
physical presence of shareholders and other persons entitled to attend, at
Digital Euronext studio, 8 place de l'Opéra, 75009, Paris, on 10 May 2021, at
2:30 p.m. (Paris time).

This decision - to held the Shareholders' General Meeting on a closed doors
basis - is in accordance with the provisions set out in Ordinance No 2020-321
of 25 March 2020 and Decree No 2020-418 of 10 April 2020, as extended and
amended, and with Decree No 2021-296 of 19 March 2021. Existing administrative
measures which require compliance with hygiene and social distancing measures,
prohibit gatherings and meetings in a place open to the public beyond a certain
limited number of people as well as strengthened health restrictions measures
in several areas in France, including the region of Ile-de-France (including
Paris) where the Company's head o?ce is located, prevent from holding the
General Meeting in presence of the shareholders and other persons entitled to
attend.

Without prejudice to the terms and conditions for participation in the
Shareholders' General Meeting described below, in view of the technical
di?culties in particular relating to the identi?cation of shareholders
prior to or during the Meeting and of the signi?cative number of the
Company's shareholders, there is no possibility to participate to the
Shareholders' General Meeting by means of conference call or audiovisual
conference.

Belgian Securities BV and Blue Crest Holding SA, the two shareholders which
hold the largest number of votes, were appointed as scrutineers.

The notice of meeting was published in the BALO (Bulletin des Annonces Légales
Obligatoires) on 31 March 2021. It includes the agenda, the draft resolutions
which will be submitted for the approval of shareholders and the terms and
conditions of participation and voting at this Meeting. The main terms of
participating and voting (considering that the Meeting will be held on a closed
doors basis) are also described below.

Any other documents and information relating to the Shareholders' General
Meeting will be made available in accordance with legislative and regulatory
requirements, at the Company's head o?ce, on its website or from CACEIS
Corporate Trust, as provided below.

This meeting will be broadcast live in video format, unless technical reasons
make this broadcast impossible or seriously disrupt it. The replay of this
Meeting will be also available on the Company's website.

Shareholders are invited to regularly consult the dedicated section to the
General Meeting on the Company's website (www.imerys.com; Finance -
Shareholders' corner - 2021 Shareholders' General Meeting) which will be
regularly updated if necessary, as below terms and conditions might be further
adapted.

* Terms and conditions for participation in the Shareholders' General Meeting

Given that theCompany's Shareholders' General Meeting will be held behind
closed doors due to the situation described above, no attendance cards will be
issued. The Shareholders are invited to exercise their voting rights remotely
and prior to the meeting.

Shareholders should therefore cast their vote using one of the following
methods:

- by voting remotely (by postal ballot or electronically);

- by assigning their proxy to the Meeting Chairman (the Meeting Chairman will
  cast a vote in favor of the approval of the draft resolutions presented or
  approved by the Board of Directors and a vote against the approval of all
  other draft resolutions);

- by assigning their proxy to any other person, in accordance with Article L.
  225-106 and L. 22-10-39 of the French Commercial Code (Code de commerce), as
  described below.

Regardless of how the shareholder chooses to vote, they are encouraged to
exercise their voting rights as early as possible to facilitate the
vote-counting process.

Shareholders have two ways to choose how they will participate in the
Shareholders' General Meeting:

- by using the FORM in order to vote remotely or to give proxy;

- by using the online voting website VOTACCESS.

  > Shareholder will use the voting form

Whatever kind of shares the shareholder holds (in registered or bearer form),
he must return the Form, fully completed, signed and, if applicable, along with
his participation certi?cate, to CACEIS Corporate Trust - Services
assemblées - 14, rue Rouget de Lisle - 92862 ISSY-LES-MOULINEAUX Cedex 9,
France at least three days before the Shareholders' General Meeting, i.e. by
Friday 7 May 2021 at the very latest for it to be taken into account.

Please do not send the Form directly to the Company.

  > Shareholder will use the VOTACCESS online voting website (recommended)

Imerys is o?ering all shareholders the possibility to vote ahead of the
Shareholders' General Meeting by using the online voting website VOTACCESS in
the following manner:

-> holders of shares in pure registered form should connect to the OLIS
  Actionnaire website (https://www.nomi.olisnet.com) using the ID (communicated
  to him together with the notice of meeting and on the FORM) and password they
  usually use to access their account;

-> holders of shares in administered registered form should connect to the OLIS
  Actionnaire website using the ID which can be found on the FORM.

Once connected, holders of shares in registered form (pure or administrated)
should follow the on-screen instructions to access the VOTACCESS website.

-> holders of bearer shares should contact their account-keeping institution to
   ?nd out whether or not the latter is connected to VOTACCESS and if so,
   whether there are any special conditions of use. If their account-keeping
   institution is connected to VOTACCESS, shareholders should connect to their
   institutions' website using their standard access codes. They should then
   follow the on-screen instructions to access the VOTACCESS website and cast
   their vote.

VOTACCESS will be open from Wednesday 21 April 2021 at 10 a.m. (Paris time) and
will close on Sunday 9 May 2021 at 3 p.m. (Paris time).

In order to avoid any congestion, we recommend shareholders do not wait until
the day before the Shareholders' General Meeting to cast their vote.

* Terms and conditions related to proxies

In the event a shareholder wishes to assign a proxy to his spouse, partner in
PACS, other Company's shareholders or any other person, , instructions relating
to such appointment or revocation must reach the CACEIS Corporate Trust up to
the fourth day preceding the date of the Shareholders' General Meeting, i.e.
Thursday 6 May 2021:

- by using VOTACCESS website, as described above, or

- by sending an email to the following electronic address:
  ct-mandataires-assemblees@caceis.com, or

- by sending the FORM by post mail.

The proxy must send its voting instructions for the exercise of its mandate(s)
no later than the fourth day prior to the date of the Shareholders' General
Meeting, i.e. Thursday 6 May 2021:

- by sending the FORM as a scanned copy by email to the following electronic
  address: ct-mandataires-assemblees@caceis.com, or

- by sending the FORM by post mail.

The FORM must bear the mention "As mandatary".

It is speci?ed that for any proxy given by a shareholder without indication
of a representative, the Meeting Chairman will cast a vote in favor of the
approval of the draft resolutions presented or approved by the Board of
Directors and a vote against the approval of all other draft resolutions.

* How to choose another mode of participation in the Meeting

Please note that any shareholder who has already cast his vote remotely or
assigned a proxy, may choose another mode of participation in the Shareholders'
General Meeting provided that his instruction in this regard reaches CACEIS
Corporate Trust in a reasonable time.

Shareholder shall provide his instruction by sending the FORM duly completed
and signed:

-> for holders of shares in registered form (pure or administered): by sending
   an email to CACEIS Corporate Trust to the following electronic address:
   ct-mandataires-assemblees@caceis.com;

-> for holders of bearer shares: by sending their instructions to their
   account-keeping institution, which shall send it to CACEIS Corporate Trust
   along with their participation certi?cate which duly con?rm that he is a
   shareholder.

* Documents made available to shareholders

Documents and information listed under Article R. 22-10-23 of the French
Commercial Code will be made available on the Company's website (w
ww.imerys.com; Finance - Shareholders' corner - 2021 Shareholders' General
Meeting) at least twenty-one days before the Shareholders' General Meeting,
i.e. Monday 19 April 2021. Documents will be also available at the Company's
registered o?ce, preferably upon appointment, or obtained by addressing a
request to CACEIS Corporate Trust.

Shareholders can also request communication of documents that would not be
available on the Company's website by sending their request by email to the
following address: shareholders@imerys.com.

* Written questions

You are able to address written questions to the Company. These questions must
be sent to the Company for the attention of the Chairman of the Board of
Directors, either by recorded delivery with acknowledgment of receipt, or -
preferably given the circumstances due to Covid-19 - by email to the following
address: shareholders@imerys.com. To ensure written questions will be properly
taken into account, they must be received at least two working days before the
Shareholders' General Meeting, i.e. Thursday 6 May 2021, and be sent with an
account registration certi?cate.

Questions and answers will be made available on the Company's website
(www.imerys.com), in accordance with applicable provisions.

Given the fact that the Shareholders' General Meeting is being held on a closed
doors basis, shareholders will not be able to ask questions nor to request
amendment to resolutions or new resolutions during the Meeting. Therefore, in
addition to what precedes and in order to maintain the shareholder dialogue
Imerys values so highly, the Company encourages shareholders to ask their
questions by sending an email to the following electronic address: s
hareholders@imerys.com, from this day onwards to the day before the
Shareholders' General Meeting, i.e. Sunday 9 May 2021, at 3 p.m. (Paris time).
The Company will ensure to respond to the questions under the most satisfactory
conditions possible and, if appropriate, at the Shareholders' General Meeting
on 10 May 10 2021.

The world leader in mineral-based specialty solutions for industry, with EUR3.8
billion revenue and 16,400 employees in 2020, Imerys delivers high value-added,
functional solutions to diversi?ed set of industrial sectors, from processing
industries to consumer goods. The Group draws on its knowledge of applications,
technological expertise and its material science know-how to deliver solutions
based on bene?ciation of its mineral resources, synthetic minerals and
formulations. These contribute essential properties to customers' products and
performance, including refractoriness, hardness, conductivity, opacity,
durability, purity, lightness, ?ltration, absorption and repellency. Imerys
is determined to develop responsibly, in particular by fostering the emergence
of environmentally-friendly products and processes.

Analyst / Investor Relations
Vincent Gouley - +33 (0)1 4955 6469
?nance@imerys.com

Press contacts
Claire Lauvernier : +33 (0)1 4955 6665
Hugues Schmitt (DGM Conseil) : +33 (0)1 4070 1189

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11/04/2024 18:00

IMERYS (EPA:NK) - IMERYS - ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING OF MAY 10, 2021

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