| 13/05/2025 19:13 |
| ICADE: OUTCOME OF THE COMBINED GENERAL MEETING HELD ON MAY 13, 2025 |
INFORMATION REGLEMENTEE
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PRESS RELEASE
Paris, May 13, 2025, 7 p.m. Outcome of the Combined General Meeting held on May 13, 2025 Icade’s Combined General Meeting (the “General Meeting”) was held on Tuesday, May 13, 2025 at Immeuble Cœur Défense – Tour B, Espace Comet, 24th floor, 100 Esplanade du Général de Gaulle, 92832 Paris La Défense Cedex, France. Notices of meeting and invitations to attend were published and invitations to attend were sent in accordance with applicable regulations. All the documents relating to this General Meeting are available in the Finance section of the Group’s website under the “General Meeting” tab. The General Meeting was chaired by Mr Frédéric Thomas, Chairman of the Board of Directors. Caisse des Dépôts et Consignations, represented by Mr Alexandre Thorel, and the Crédit Agricole Assurances Group, represented by Ms Florence Habib-Deloncle, were appointed as scrutineers from among the shareholders with the largest number of voting rights. Mr Jérôme Lucchini was appointed as the General Meeting’s Secretary. The quorum was established as follows: • 60,713,916 voting shares, i.e. a quorum of 80.08 % for ordinary resolutions, • 60,719,195 voting shares, i.e. a quorum of 80.09% for extraordinary resolutions. All the resolutions proposed at the General Meeting were approved by a large majority. Detailed voting results for each resolution are shown in the appendix to this press release. In particular, the General Meeting: • approved the separate and consolidated financial statements for the financial year ended December 31, 2024; • approved the distribution of a gross cash dividend of €4.31 per share for the financial year 2024. A gross interim dividend of €2.16 per share was paid on March 6, 2025 (ex-dividend date: March 4, 2025). The remaining balance will be paid in the form of a gross final dividend of €2.15 per share on July 3, 2025, with the shares going ex-dividend on July 1, 2025; • approved the new regulated related party agreement mentioned in the Statutory Auditors’ special report; • approved the reappointment of Forvis Mazars as principal statutory auditor and statutory auditor responsible for the assurance of sustainability reporting; • approved the appointment of PricewaterhouseCoopers Audit as statutory auditor responsible for the assurance of sustainability reporting; • ratified the temporary appointment of Ms Audrey Girard and Ms Florence Habib-Deloncle as directors; • reappointed Ms Dorothée Clouzot, Mr Olivier Mareuse and Mr Bernard Spitz as directors; • approved the remuneration policies for directors, the Chairman of the Board of Directors and the Chief Executive Officer; • approved the elements of remuneration for the Chairman of the Board of Directors and the Chief Executive Officer for the 2024 financial year; • issued a favourable opinion on Icade’s progress with respect to climate transition and biodiversity preservation (Say on Climate and Say on Biodiversity resolutions approved by 99.28 % and 99.36 %, respectively, of the votes cast – see dedicated press release published today); • ratified the change of registered office to 1 avenue du Général de Gaulle, 92800 Puteaux, France; • renewed the financial authorisations and delegations to be given to the Board of Directors; • approved the amendments to Articles 10 and 15 of the Articles of Association. The General Meeting presentation is available in the Finance section of the Group’s website under the “General Meeting” tab. ABOUT ICADE Icade is a full-service real estate company with expertise in both property investment (portfolio worth €6.4bn as of 12/31/2024 – 100% + Group share of joint ventures) and property development (2024 economic revenue of €1.2bn) that operates throughout France. Icade has forged long-term partnerships to respond to emerging trends in the industry. It has made climate issues and the preservation of biodiversity central to its business model to reinvent real estate and contribute to more sustainable cities. It is listed as an “SIIC” on Euronext Paris and its leading shareholder is the Caisse des Dépôts Group. The text of this press release is available on the Icade website: www.icade.fr/en CONTACTS Anne-Violette Faugeras Marylou Ravix Head of Finance and Investor Relations External Communications Manager +33 (0)7 88 12 28 38 +33 (0)7 88 30 88 51 anne-violette.faugeras@icade.fr marylou.ravix@icade.fr APPENDIX RESULTS OF VOTING ON THE RESOLUTIONS CAPITAL SHARES: 76 234 545 Votes not valid for Excluded majority State of Votes valid for majority Presents & Represented Shares valid for majority voting (Abstain+Invalid+Not adoption rights Resolution Type Vote Time voted) % of For % Against % Shares Votes For + Against shares capital Approval of the separate financial statements for the year ended 13/05/2025 60 602 1 December 31, 2024 – Approval of Ordinary 99,89% 65 002 0,11% 33 790 60 713 916 60 713 916 60 667 497 79,64% 0 Carried 10:44:37 495 non-tax deductible expenses and charges Approval of the consolidated 13/05/2025 60 605 2 financial statements for the year Ordinary 99,90% 62 951 0,10% 33 270 60 713 916 60 713 916 60 668 017 79,64% 0 Carried 10:45:07 066 ended December 31, 2024 Appropriation of profits for the 13/05/2025 60 657 3 financial year and determination Ordinary 99,93% 40 404 0,07% 3 385 60 713 916 60 713 916 60 697 902 79,64% 0 Carried 10:45:38 498 of the dividend amount Statutory Auditors’ special report on regulated related party 13/05/2025 45 739 14 101 4 agreements and approval of the Ordinary 98,22% 831 266 1,78% 42 521 60 713 916 46 612 909 46 570 388 79,64% Carried 10:46:49 122 007 new agreement mentioned therein Reappointment of Forvis Mazars 13/05/2025 58 359 5 Ordinary 96,19% 2 314 233 3,81% 40 547 60 713 916 60 713 916 60 673 369 79,64% 0 Carried as principal statutory auditor 10:47:19 136 Reappointment of Forvis Mazars as statutory auditor responsible 13/05/2025 58 539 6 Ordinary 96,48% 2 133 309 3,52% 41 380 60 713 916 60 713 916 60 672 536 79,64% 0 Carried for the assurance of sustainability 10:47:50 227 reporting Appointment of PricewaterhouseCoopers Audit as 13/05/2025 59 266 7 statutory auditor responsible for Ordinary 97,67% 1 414 141 2,33% 32 989 60 713 916 60 713 916 60 680 927 79,64% 0 Carried 10:48:24 786 the assurance of sustainability reporting Ratification of the temporary 13/05/2025 52 859 8 appointment of Ms Audrey Girard Ordinary 87,14% 7 803 990 12,86% 50 625 60 713 916 60 713 916 60 663 291 79,64% 0 Carried 10:48:55 301 as director Ratification of the temporary 13/05/2025 54 274 9 appointment of Ms Florence Ordinary 89,46% 6 391 265 10,54% 47 998 60 713 916 60 713 916 60 665 918 79,64% 0 Carried 10:49:24 653 Habib-Deloncle as director Reappointment of Ms Dorothée 13/05/2025 49 992 10 Ordinary 82,42% 10 666 286 17,58% 54 714 60 713 916 60 713 916 60 659 202 79,64% 0 Carried Clouzot as director 10:49:52 916 Reappointment of Mr Olivier 13/05/2025 51 385 11 Ordinary 84,94% 9 111 060 15,06% 217 355 60 713 916 60 713 916 60 496 561 79,64% 0 Carried Mareuse as director 10:50:22 501 Reappointment of Mr Bernard 13/05/2025 52 019 12 Ordinary 85,74% 8 651 830 14,26% 42 546 60 713 916 60 713 916 60 671 370 79,64% 0 Carried Spitz as director 10:50:58 540 Approval of the remuneration 13/05/2025 60 542 13 policy for the members of the Ordinary 99,79% 128 681 0,21% 42 557 60 713 916 60 713 916 60 671 359 79,64% 0 Carried 10:51:28 678 Board of Directors Approval of the remuneration 13/05/2025 60 545 14 policy for the Chairman of the Ordinary 99,77% 138 317 0,23% 30 341 60 713 916 60 713 916 60 683 575 79,64% 0 Carried 10:51:57 258 Board of Directors Approval of the remuneration policy for the Chief Executive 13/05/2025 54 388 15 Ordinary 90,09% 5 983 511 9,91% 342 145 60 713 916 60 713 916 60 371 771 79,64% 0 Carried Officer and/or any other corporate 10:52:27 260 officer Approval of the information referred to in section I of Article L. 13/05/2025 58 514 16 Ordinary 96,47% 2 144 074 3,53% 55 043 60 713 916 60 713 916 60 658 873 79,64% 0 Carried 22-10-9 of the French Commercial 10:52:57 799 Code Approval of the fixed, variable and exceptional components of total remuneration and benefits of any kind paid during the past 13/05/2025 60 535 17 Ordinary 99,78% 135 635 0,22% 42 465 60 713 916 60 713 916 60 671 451 79,64% 0 Carried financial year or granted for the 10:53:37 816 same period to Mr Frédéric Thomas, Chairman of the Board of Directors Approval of the fixed, variable and exceptional components of total remuneration and benefits of any 13/05/2025 57 886 18 kind paid during the past financial Ordinary 95,98% 2 423 648 4,02% 403 307 60 713 916 60 713 916 60 310 609 79,64% 0 Carried 10:54:14 961 year or granted for the same period to Mr Nicolas Joly, Chief Executive Officer Authorisation to be given to the Board of Directors to have the 13/05/2025 60 597 19 Company repurchase its own Ordinary 99,86% 87 579 0,14% 28 659 60 713 916 60 713 916 60 685 257 79,64% 0 Carried 10:54:50 678 shares under Article L. 22-10-62 of the French Commercial Code 13/05/2025 58 691 20 Say on Climate Ordinary 99,28% 426 484 0,72% 1 596 358 60 713 916 60 713 916 59 117 558 79,64% 0 Carried 10:55:17 074 13/05/2025 58 521 21 Say on Biodiversity Ordinary 99,36% 374 587 0,64% 1 818 301 60 713 916 60 713 916 58 895 615 79,64% 0 Carried 10:55:43 028 Ratification of the change of registered office from 27 rue Camille Desmoulins, 92130 Issy- 13/05/2025 60 666 22 les-Moulineaux, France to 1, Ordinary 99,94% 36 780 0,06% 11 131 60 713 916 60 713 916 60 702 785 79,64% 0 Carried 10:56:28 005 avenue du Général de Gaulle, 92800 Puteaux, France, effective December 27, 2024 Authorisation to be given to the Board of Directors to cancel the shares repurchased by 13/05/2025 60 647 23 Extraordinary 99,89% 64 696 0,11% 7 177 60 719 195 60 719 195 60 712 018 79,65% 0 Carried the Company under Article L. 22- 10:57:08 322 10-62 of the French Commercial Code Delegation of authority to be given to the Board of Directors to 13/05/2025 60 477 24 increase the share capital by Extraordinary 99,61% 234 923 0,39% 7 187 60 719 195 60 719 195 60 712 008 79,65% 0 Carried 10:57:40 085 capitalisation of reserves, profits and/or share premiums Delegation of authority to be given to the Board of Directors to 13/05/2025 58 228 25 issue ordinary shares with pre- Extraordinary 95,91% 2 481 959 4,09% 8 367 60 719 195 60 719 195 60 710 828 79,65% 0 Carried 10:58:12 869 emptive rights for existing shareholders Authorisation to be given to the Board of Directors to increase the 13/05/2025 57 395 26 Extraordinary 94,57% 3 298 137 5,43% 25 755 60 719 195 60 719 195 60 693 440 79,65% 0 Carried number of new shares being 10:58:41 303 issued Delegation of authority to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities entitling their holders to 13/05/2025 58 591 27 Extraordinary 96,52% 2 110 654 3,48% 16 800 60 719 195 60 719 195 60 702 395 79,65% 0 Carried shares in the Company, without 10:59:26 741 pre-emptive rights, to members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labour Code Amendment to Article 10 of the Articles of Association on the use of telecommunication means 13/05/2025 60 659 28 during meetings of the Board of Extraordinary 99,93% 44 656 0,07% 14 589 60 719 195 60 719 195 60 704 606 79,65% 0 Carried 11:00:02 950 Directors and on written resolutions of the Board of Directors Bringing Article 15 of the Articles 13/05/2025 60 642 29 of Association into line with Extraordinary 99,94% 36 747 0,06% 39 657 60 719 195 60 719 195 60 679 538 79,65% 0 Carried 11:00:33 791 current regulations 13/05/2025 60 653 30 Powers to complete formalities Ordinary 99,94% 36 278 0,06% 24 146 60 713 916 60 713 916 60 689 770 79,64% 0 Carried 11:01:03 492 |