General Meeting of 17 April 2024

Agenda

Ordinary session

• Approval of the Company’s financial statements for the year ended 31 December 2023;
• Approval of the consolidated financial statements for the year ended 31 December 2023;
• Allocation of income – Distribution of dividend;
• Option for the payment of the dividend in shares;
• Approval of the Statutory Auditors’ special report prepared in accordance with Article L. 225-40 of the French Commercial Code and the regulated agreements referred to in Articles L. 225‑38 et seq. of the French Commercial Code referred to therein;
• Approval of the information mentioned in Article L. 22-10-9 I. of the French Commercial Code related to compensation of all corporate officers paid during the fiscal year ended 31 December 2023;
• Approval of the fixed, variable and exceptional components of the total compensation and all benefits in kind paid during the fiscal year ended 31 December 2023 or allocated in respect of the said fiscal year to Jean-Luc Biamonti in his capacity as Chairman of the Board of Directors;
• Approval of the fixed, variable and exceptional components of the total compensation and all benefits in kind paid during the fiscal year ended 31 December 2023 or allocated in respect of the said fiscal year to Christophe Kullmann in his capacity as Chief Executive Officer;
• Approval of the fixed, variable and exceptional components of the total compensation and all benefits in kind paid during the fiscal year ended 31 December 2023or allocated in respect of the said fiscal year to Olivier Estève in his capacity as Deputy Executive Officer;
• Approval of the compensation policy applicable to the Chairman of the Board of Directors;
• Approval of the compensation policy applicable to the Chief Executive Officer;
• Approval of the compensation policy applicable to the Deputy Executive Officer;
• Approval of the compensation policy applicable to the Directors;
• Reappointment of Christophe Kullmann as Director;
• Reappointment of Catherine Soubie as Director;
• Reappointment of Patricia Savin as Director;
• Appointment of the company KPMG S.A. as principal Statutory Auditors, as a replacement for the company Mazars, whose term is coming to an end;
• Appointment of the company ERNST & YOUNG ET AUTRES as Statutory Auditors in charge of carrying out the assurance of sustainability reporting;
• Authorisation to be granted to the Board of Directors for the Company to purchase its own shares.

Extraordinary session

• Delegation of authority to the Board of Directors to increase the Company’s share capital through the incorporation of reserves, profits or premiums;
• Authorisation to be granted to the Board of Directors to reduce the Company’s share capital through cancellation of shares;
• Delegation of authority to the Board of Directors to issue shares and/or securities convertible into equity, maintaining the shareholders’ preferential subscription right;
• Delegation of authority to the Board of Directors to issue, through public offering, Company shares and/or securities convertible into equity, with waiver of shareholders’ preferential subscription rights and, for share issues a mandatory priority period granted to them;
• Delegation of authority to the Board of Directors to issue shares and/or securities convertible into equity, with waiver of shareholders’ preferential subscription rights, in the event of a public exchange offer initiated by the Company;
• Delegation of authority to the Board of Directors to issue shares and/or transferable securities convertible into equity, in order to pay for contributions in kind granted to the Company consisting of capital shares or transferable securities convertible into equity;
• Delegation of authority to the Board of Directors to issue shares of the Company as part of the public exchange offer initiated by the Company for the shares issued by the company Covivio Hotels;
• Delegation of authority to the Board of Directors to proceed to capital increases reserved for employees of the Company and of companies in the Covivio Group that are members of a company savings plan, with waiver of shareholders’ preferential subscription right;
• Amendment of Article 3(Purpose) of the Company’s Articles of Association;
• Powers for formal recording requirements.

---

Registered shareholders: join the e-notice of call to henceforth receive by email your notices of call to the General Meetings.

What are the advantages?
This service allows you to access electronically to all documents related to the General Meeting’s notice of call. This is a simple, free, fast and efficient method which also contributes to our efforts regarding sustainable development. You may subscribe from now on and until Wednesday 13 March 2024. 

How can you subscribe?
In order to receive your notices by email, please subscribe on www.sharinbox.societegenerale.com,  using your username and password.

Then visit “My Account”, “My E-services” tab. Click on “Subscribe for free” in the “E-notices for general meetings” menu.

You will then receive by email all documents relating to our General Meeting, from the opening day of shareholder voting.

Vote by Internet in a few clicks before the General Meeting via the secure electronic voting platform “Votaccess”.

Covivio offers all its shareholders the opportunity to cast their vote by telecommunication means prior to the General Meeting.

This online service offers you notably the possibility to request an admission card, to express your vote on the resolutions, to give a proxy to the Chairman or to give a proxy to another person.

• Registered shareholders, you may access Votaccess by logging on www.sharinbox.societegenerale.com,

• Bearer shareholders, you may contact your account-holding establishment to find whether or not the latter is connected to the Votaccess website and, where applicable, if the said access is subject to any specific conditions of use.

The Votaccess website will be open from Wednesday 27 March 2024 at 9 a.m. until Tuesday 16 April 2024 at 3 p.m., Paris time, France.

Nevertheless, we recommend that you do not wait until this deadline to vote.