Having considered the Board of Directors’ Report and noting that Véronique Laury’s term of office expires at the close of this Meeting, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to reappoint her as a director for a three-year term expiring at the close of the Annual Shareholders’ Meeting to be held to approve the financial statements for the fiscal year ending August 31, 2025.
Having considered the Board of Directors’ Report and noting that Luc Messier’s term of office expires at the close of this Meeting, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to reappoint him as a director for a three-year term expiring at the close of the Annual Shareholders' Meeting called to approve the financial statements for the fiscal year ending August 31, 2025.
Having considered the Board of Directors’ Report and noting that Cécile Tandeau de Marsac’s term of office expires at the close of this Meeting, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to reappoint her as a director for a three-year term expiring at the close of the Annual Shareholders’ Meeting called to approve the financial statements for the fiscal year ending August 31, 2025.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to appoint Patrice de Talhouët as a director for a three-year term expiring at the close of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending August 31, 2025.
The terms of office of PricewaterhouseCoopers Audit, Statutory Auditor, and of Jean-Baptiste Deschryver, Deputy Statutory Auditor, expire at the end of this Combined Shareholders’ Meeting.
As a French public limited company publishing consolidated financial statements, the Company is required to have at least two statutory auditors, each independent of the other. In addition, the maximum term of office for statutory auditors is 24 consecutive years. Finally, since the entry into force of Law No. 2016-1691 of December 9, 2016, on transparency, the fight against corruption and the modernization of economic life (known as the “Sapin 2 Law”), the appointment of a deputy statutory auditor is only required if the incumbent statutory auditor is a natural person or a one-person company (article L.823-1, I. of the French Commercial Code).
In this context and following a call for tenders, the Audit Committee recommended to the Board of Directors that the Board proposes to the Shareholders' Meeting the appointment of Ernst & Young as incumbent Statutory auditor to replace Pricewaterhouse Coopers Audit and not to proceed with the renewal of the term of office of Jean-Baptiste Deschryver or his replacement.
Consequently, the eighth resolution proposes that the Shareholders' Meeting approve the appointment of Ernst & Young as Statutory auditor to replace PricewaterhouseCoopers Audit, for a term of six fiscal years expiring at the close of the Shareholders' Meeting called to approve the financial statements for the fiscal year ending August 31, 2028, and to note the expiry of the term of office of Jean-Baptiste Deschryver, Deputy Statutory Auditor, and not to reappoint or replace him.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to appoint Ernst & Young as statutory auditor for a term of six (6) fiscal years expiring at the close of the Shareholders’ Meeting called to approve the financial statements for the fiscal year ending August 31, 2028, to replace Pricewaterhouse Coopers Audit, whose term of office expires at the close of this Meeting.
The Shareholders’ Meeting also notes the expiry of the term of office of Jean-Baptiste Deschryver, Deputy Statutory Auditor, and decides not to reappoint him.
