Shareholders Meeting 22 April 2020

Within the context of the Covid-19 epidemic and according to the provisions of article 4 of the ordinance n°2020-321 of March 25, 2020 taken pursuant to article 11 of the Emergency law (loi d’urgence) n°2020-290 of March 23 2020, the Board of Directors has called the Ordinary and Extraordinary Shareholders’ Meeting of Covivio which will be held through a closed session, without the shareholders being physically present, on:

Wednesday April 22, 2020 at 10.30 a.m., at Covivio’s offices located 30 avenue Kléber in Paris (75116),

In order to resolve on the following agenda:

Ordinary session

  • Approval of the Company’s financial statements for the year ended 31 December 2019
  • Approval of the consolidated financial statements for the year ended 31 December 2019
  • Appropriation of income – Distribution of dividends
  • 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 Article L. 225‑38 of the French Commercial Code referred to therein
  • 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 Officers
  • Approval of the compensation policy applicable to the Directors
  • Approval of the information referred to in Article L. 225-37-3 I. of the French Commercial Code related to compensation of all legal representatives
  • 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 2019 or allocated in respect of the said fiscal year to Jean Laurent 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 2019 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 2019 or allocated in respect of the said fiscal year to Olivier Estève in his capacity as Deputy 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 2019 or allocated in respect of the said fiscal year to Dominique Ozanne in his capacity as Deputy Executive Officer
  • Ratification of Mrs. Alix d’Ocagne as a Director
  • Reappointment of Christophe Kullmann as a Director
  • Reappointment of Patricia Savin as a Director
  • Reappointment of Catherine Soubie as a Director
  • Authorisation to be granted to the Board of Directors for the Company to purchase its own shares

Extraordinary session

  • Amendment of Article 7 (Form of shares and identification of shareholders), Article 16 (Powers of the Board of Directors), Article 17 (Remuneration of Directors) and Article 20 (Non-Voting members) of the Company’s Articles of Association
  • 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 the 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 rightDelegation 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 a mandatory priority period for share issues
  • 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, to pay for the contributions in kind granted to the Company consisting of capital shares or transferable securities convertible into equity, with waiver of shareholders’ preferential subscription rightsDelegation of authority to the Board of Directors to undertake capital increases reserved for employees of the Company and companies in the Covivio Group that are members of a company savings plan, with waiver of shareholders’ preferential subscription right
  • Powers for formal recording requirements

Live and Relay of the shareholder’s meeting and participation terms

During this Shareholders’ Meeting, which will be available live and in replay on Covivio’s website, it will exceptionally not be possible to ask for an admission card to attend the meeting or to grant a power of attorney to a person other than the Chairman of the Shareholders’ Meeting.

Consequently, you have as a shareholder two ways to exercise your right to vote at the Shareholders’ Meeting:

  • You can vote by internet before the Shareholders’ Meeting, using a dedicated and secured website called VOTACCESS, which will be available from Friday April 3, 2020 until Tuesday April 21, 2020 at 3.00 p.m. Paris time.
  • You can return by mail the form for vote by mail or through a power of attorney, which provides you with the opportunity to choose one of the two following options:
    • To grant power to the Chairman of the Shareholders’ Meeting: the Chairman will therefore vote in your name and on your behalf in favour of the adoption of the draft resolutions presented or agreed upon by the Board of Directors and vote against the adoption of any other draft resolution;
    • To vote by mail following the voting instructions mentioned in the Shareholder’s Guide.

BNP Paribas Securities Services’ deadline to receive your instructions is Sunday April 19, 2020.

Terms of transmission of your instructions

Transmission of your instructions through a paper form

  • As a shareholder of registered shares, you have to return to BNP Paribas Securities Services in the T envelope attached to your invitation, the form for vote by mail or through power of attorney, completed with your choice, dated and signed.
  • As a shareholder of bearer shares, you have to contact the financial intermediary who handles your securities account and who will give you your form for vote. This form, completed with your choice, dated, signed and including your first name, last name and address, will have to be returned to your authorized financial intermediary and account holder who will then send it to BNP Paribas Securities Services with the certificate of participation.

Whether you are holder of registered or bearer shares, you have to use the form for vote by mail or through a power of attorney and tick the box corresponding to your choice between the 2 different options you have been presented.

Transmission of your instructions through electronic means

The shareholders can send their instructions through electronic means before the Shareholders’ Meeting.

  • As a shareholder of registered shares, you have to connect to the secured platform VOTACCESS available through the website Planetshares: https://planetshares.bnpparibas.com.The holders of directly registered shares will have to connect to the website Planetshares with their usual access codes.The holders of registered shares under administration will have to connect to the website Planetshares with the identification number appearing on the top and on the right of the paper form for vote.If you do not have your identification number and/or your password, please call the free number to this effect: 0 826 109 119.After their connection, the shareholders of registered shares will be able to access VOTACCESS by clicking « Participate to the General Meeting » (« Participer à l’Assemblée Générale ») on the homepage. They will be redirected to VOTACCESS, the website dedicated to voting, where they will be able to vote.
  • As a shareholder of bearer shares, you have to verify if the financial institution holding your account gives you the opportunity to connect to the website VOTACCESS and if so, whether this access is subject to specific conditions of use.If the financial institution holding the shareholder’s account provides for a connection through the website VOTACCESS, the shareholder has to identify himself/herself on the website of the financial institution holding his/her account with his/her usual access codes. The shareholder will then have to click on the item appearing on the line corresponding to his/her shares of Covivio and follow the indications given on screen in order to access to the website VOTACCESS.

Shareholder’s questions

In addition to the possibility given to you to raise your questions in writing to the company, at the latest on the fourth business day prior to the Shareholders’ Meeting pursuant to articles L. 225-108 paragraph 3 and R. 225-84 of the French Commercial Code, oral questions usually raised during the discussions can be sent by e-mail to : actionnaires@covivio.fr, before the Shareholders’ Meeting and at the latest on Monday April 20, 2020 at 3.00 p.m. Paris time, with justification of the fact that you are a shareholder. The company will answer during the session or else in the minutes of the Shareholders’ Meeting. However, it will not be possible to submit new resolutions or amendments to the resolutions submitted during the Shareholders’ Meeting.

The other documents relating to the Shareholders’ Meeting are accessible from the universal registration document (french)