Report from the Executive Board and Resolutions Submitted To
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AGENDA Audouin, following the renewal of his term of office as a member of the Executive Board. 26. Approval of agreements and commitments governed by Resolutions before the Ordinary Articles L. 225-86 and L. 225-90-1 of the French Commercial Code Shareholders’ Meeting and the Statutory Auditors’ Special Report, concerning Nicolas Huet, following his appointment as a member of the Executive 1. Approval of the Company financial statements for the year ended Board. December 31, 2017. 27. Approval of agreements and commitments governed by 2. Allocation of net income for the year and dividend distribution. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code 3. Approval of the consolidated financial statements for the year and the Statutory Auditors’ Special Report, concerning Olivier ended December 31, 2017. Millet, following his appointment as a member of the Executive 4. Approval of agreements and commitments governed by Board. Article L. 225-86 of the French Commercial Code. 28. Setting of the total annual amount of attendance fees. 5. Approval of agreements governed by Article L. 225-86 of the 29. Authorization of a share buyback program by the Company for its French Commercial Code between the Company and JCDecaux own shares. Holding SAS. 6. Approval of an agreement governed by Article L. 225-86 of the French Commercial Code between the Company and certain Resolutions before the Extraordinary shareholders of the Company that are members of the Concert Shareholders’ Meeting (2010 Agreement). 30. Delegation of authority to the Executive Board to increase share 7. Ratification of the appointment of Jean-Charles Decaux as a capital by capitalizing reserves, profits or share, merger or member of the Supervisory Board. contribution premiums. 8. Ratification of the appointment of JCDecaux Holding SAS as a 31. Delegation of authority to the Executive Board to issue shares member of the Supervisory Board. and/or securities granting access, immediately or in the future, to 9. Appointment of Amélie Oudéa-Castera as a member of the share capital, with retention of preferential subscription rights. Supervisory Board. 32. Delegation of authority to the Executive Board to issue shares 10. Appointment of Patrick Sayer as a member of the Supervisory and/or securities granting access, immediately or in the future, to Board. share capital, with cancellation of preferential subscription rights 11. Renewal of the term of office of Michel David-Weill as a member and by public offering, or in connection with a takeover bid of the Supervisory Board. comprising a share exchange offer. 12. Renewal of the term of office of Anne Lalou as a member of the 33. Delegation of authority to the Executive Board to issue shares Supervisory Board. and/or securities granting access, immediately or in the future, to share capital, with cancellation of preferential subscription rights 13. Renewal of the term of office of Olivier Merveilleux du Vignaux as in connection with an offering referred to in Section II of a member of the Supervisory Board. Article L. 411-2 of the French Monetary and Financial Code. 14. Renewal of the term of office of JCDecaux Holding SAS as a 34. Authorization to the Executive Board, to set the issue price in the member of the Supervisory Board. event of the issue of shares or securities granting access, 15. Appointment of Robert Agostinelli as a non-voting member. immediately or in the future, to share capital, without preferential 16. Renewal of the term of office of Jean-Pierre Richardson as a subscription rights, representing up to 10% of the share capital. non-voting member. 35. Increase in the number of shares, securities or other instruments 17. Approval of the principles and criteria for determining, allocating to be issued in the event of a share capital increase with or and awarding the fixed, variable and exceptional components of without preferential subscription rights. total compensation and benefits of all kind, that may be awarded 36. Delegation of powers to the Executive Board to issue shares to members of the Supervisory Board. and/or securities granting access, immediately or in the future, to 18. Approval of the principles and criteria for determining, allocating share capital, with cancellation of preferential subscription rights, and awarding the fixed, variable and exceptional components of in consideration for contributions in kind granted to the total compensation and benefits of all kind, that may be awarded Company. to members of the Executive Board. 37. Overall ceilings on the amount of shares and securities issued st th 19. Approval of compensation paid or awarded in respect of fiscal under the 31 to 36 resolutions. year 2017 to Michel David-Weill, Chairman of the Supervisory 38. Delegation of authority to the Executive Board to increase share Board. capital by issuing ordinary shares and/or securities granting 20. Approval of compensation paid or awarded in respect of fiscal access, immediately or in the future, to share capital reserved for year 2017 to Patrick Sayer, Chairman of the Executive Board. members of a Company Savings Plan, with cancellation of preferential subscription rights in their favor. 21. Approval of compensation paid or awarded in respect of fiscal year 2017 to Virginie Morgon, a member of the Executive Board. 39. Delegation of authority to the Executive Board, in the event of takeover bids targeting the Company’s shares, to issue bonus 22. Approval of compensation paid or awarded in respect of fiscal share warrants to the Company’s shareholders. year 2017 to Philippe Audouin, a member of the Executive Board. 40. Amendment of Article 8 of the Bylaws – Information on share 23. Approval of agreements and commitments governed by capital ownership. Articles L. 225-86 and L. 225-90-1 of the French Commercial Code and the Statutory Auditors’ Special Report, concerning Patrick 41. Amendment of Article 14 of the Bylaws – Powers of the Sayer. Supervisory Board. 24. Approval of agreements and commitments governed by 42. Amendment of Article 16 of the Bylaws – Non-voting members nd Articles L. 225-86 and L. 225-90-1 of the French Commercial Code (42 resolution). and the Statutory Auditors’ Special Report, concerning Virginie Morgon, following the renewal of her term of office as a member of the Executive Board. Resolution before the Ordinary Shareholders’ Meeting 25. Approval of agreements and commitments governed by Articles L. 225-86 and L. 225-90-1 of the French Commercial Code 43. Powers to carry out formalities. and the Statutory Auditors’ Special Report, concerning Philippe Agenda PRESENTATION OF THE RESOLUTIONS • the set-up of CarryCo Patrimoine 2, a four-year co-investment program commencing March 2018 for the Patrimoine division, SUBMITTED TO THE SHAREHOLDERS’ including notably the C2S transaction recently signed, up to a MEETING OF APRIL 25, 2018 maximum amount of €600 million; • compensation and commitments given by the Company in favor of Executive Board members authorized after the The resolutions submitted for your approval include resolutions that December 31, 2017 year-end. are to be voted by the Ordinary Shareholders’ Meeting and others that th are to be voted by the Extraordinary Shareholders’ Meeting. In the 5 resolution, shareholders are asked to approve the regulated agreements between the Company and a shareholder, governed by Articles L. 225-86 et seq. of the French Commercial Code and Resolutions before the Ordinary authorized by the Supervisory Board in 2017. Shareholders’ Meeting Agreement between Eurazeo and JCDecaux Holding SAS and the related amendment: the Supervisory Board meeting of June 5, 2017 Approval of the financial statements and allocation authorized the signature of an agreement between JCDecaux Holding of net income/Dividend distribution SAS and Eurazeo pursuant to the acquisition by the Decaux family of After reviewing the Executive Board’s Management Report, the 15.4% of Eurazeo’s share capital, governing the transfer of shares and Supervisory Board’s observations and the Statutory Auditors’ reports the governance associated with this stake (AMF notice no. 217C1197). on the Company and consolidated financial statements, the 1st, 2nd and In addition, the Supervisory Board meeting of October 17, 2017 3rd resolutions ask shareholders to approve: authorized the signature of an amendment to the agreement between JCDecaux Holding SAS and Eurazeo dated June 5, 2017, authorizing (i) the Company and consolidated financial statements for the year the grant of a pledge by JCDecaux Holding SAS over all or part of the ended December 31, 2017; and Eurazeo shares held by JCDecaux Holding SAS or that it comes to hold (ii) the payment of an ordinary dividend of €1.25 per share, an in the future, in favor of BNP Paribas pursuant to the refinancing of the increase of approximately 4.2% on the dividend for the previous bridge loan secured by JCDecaux Holding SAS from BNP Paribas on fiscal year. June 15, 2017. This amendment includes certain additional guarantees This ordinary dividend would be paid exclusively in cash on in Eurazeo’s favor. May 3, 2018. In the 6th resolution, shareholders are asked to approve the regulated agreement between the Company and a shareholder, governed by Approval of regulated agreements Articles L. 225-86 et seq. of the French Commercial Code and (4th, 5th and 6th resolutions) authorized by the Supervisory Board meeting of March 8, 2018. The Supervisory Board meeting of March 8, 2018 authorized the signature th In the 4 resolution, shareholders are asked to approve the regulated of a shareholders’ agreement bringing together certain of the parties agreements and commitments governed by Articles L. 225-86 et seq. to the 2010 Agreement (Concert), presented in AMF notice no. of the French Commercial Code and authorized by the Supervisory 211C0404 published on April 4, 2010.