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Combined Shareholders' Meeting 2010

Wendel’s Combined Shareholders’ Meeting was held on 4 June 2010 in Paris, France (Pavillon d’Armenonville, allée de Longchamp 75116) under the chairmanship of Ernest-Antoine Seillière, Chairman of the Supervisory Board     

Quorum was established at 58% of shares. In total, 410 attended shareholders voted on the resolutions presented at the Company’s 2010 Shareholders’ Meeting.

During the session, Frédéric Lemoine and Bernard Gautier presented the results and achievements in 2009, including the strong resilience of the Group's companies to the global crisis and the restoring of its financial flexibility by deferring its debt and extending its payment schedule. Frédéric Lemoine, Chairman of the Executive Board, also presented the Group’s strategy for the future. He focused on five levers for value creation – the operational performance of the Group’s companies, the valuation potential of non-listed subsidiaries, the leverage effect on the net asset value, acquisitions made by the Group’s companies and new investments by Wendel
 

The 16 draft resolutions subjected to a shareholders’ vote were adopted by an overwhelming majority.

n°  Resolutions  Outcome  %
1 Approval of the parent company financial statements for the 2009
financial year		 Adopted 99.30
2 Approval of the consolidated financial statements for the 2009
financial year		 Adopted 99.56
3 Appropriation of earnings Adopted 99.35
4 Approval of regulated agreements Adopted 96.34
5 Approval of commitments made in the event of the resignation of
Mr. Frédéric Lemoine, Chairman of the Executive Board		 Adopted 92.65
6 Approval of commitments made in the event of the resignation of
Mr. Bernard Gautier, member of the Executive Board		 Adopted 92.54
7 Renewal of the mandate of a member of the Supervisory Board:
Mr. Nicolas Celier		 Adopted 93.72
8 Appointment of a member of the Supervisory Board: Mrs. Dominique
Hériard Dubreuil		 Adopted 99.06
9 Appointment of a member of the Supervisory Board:
Mrs. Guylaine Saucier		 Adopted 99.02
10 Establishing the amount of attendance fees to be allocated to
the Supervisory Board		 Adopted 97.19
11 Authorisation granted to the Executive Board to act on the
Company’s behalf		 Adopted 97.55
12 Delegation of competence granted to the Executive Board to increase
the Company’s capital by issuing shares or marketable securities
affording access to capital reserved for members of the Group Savings Plan		 Adopted 97.83
13 Authorisation granted to the Executive Board to allocate share subscription
and/or purchase options to executive officers and employees		 Adopted 93.74
14 Authorisation granted to the Executive Board to allocate performance
shares to executive officers and employees		 Adopted 92.72
15 Modification to the articles of association: voting via the Internet Adopted 98.79
16 Powers for the purpose of formalities Adopted 99.33

This meeting notably approved changes to the Supervisory Board, characterised by an increased number of women and independent members. The Supervisory Board now has 11 members.

Dominique Hériard Dubreuil and Guylaine Saucier
are appointed as members of the Supervisory Board

The meeting also approved the dividend proposed for 2009 of 1 euro per share, the same amount as for 2008. The dividend will be detached on 8 June 2010 and paid out on 11 June 2010

Net asset value at 31 May 2010: €55 per share
During his speech, Frédéric Lemoine indicated that net asset value came to €55 per share, nearly double the figure of €28 reported at 31 December 2008. The discount to NAV was 19.4% at 31 May 2010.


Documentation of the 2010 Annual General Meeting:

 

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