Shareholder’s Meeting of 20 April 2021

Within the context of the Covid-19 pandemic and so as to protect all shareholders, guests and organisers, the Chief Executive Officer of Covivio, upon delegation of the Board of Directors, has been compelled to decide that the Ordinary and Extraordinary Shareholders’ Meeting of Covivio shall be held exceptionally through a closed session, without the physical presence of its shareholders and of all other persons being entitled to attend it, on :

Tuesday April 20, 2021 at 10.30 a.m., at Covivio’s administrative offices located 30 avenue Kléber in Paris (75116), in order to resolve on the following agenda and draft resolutions.

Ordinary session

  • Approval of the Company’s financial statements for the year ended 31 December 2020
  • Approval of the consolidated financial statements for the year ended 31 December 2020
  • Appropriation of income – Distribution of dividends
  • 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. 22-10-9 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 2020 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 2020 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 2020 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 2020 or allocated in respect of the said fiscal year to Dominique Ozanne in his capacity as Deputy Executive Officer
  • Reappointment of Sylvie Ouziel as Director
  • Reappointment of Jean-Luc Biamonti as Director
  • Reappointment of the company Predica as Director
  • 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 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 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 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 rights
  • Delegation 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
  • Amendment of Article 8 (Threshold Crossing) and Article 10 (Rights and obligations related to the shares) of the Company’s Articles of Association
  • Powers for formal recording requirements

The Pavillon Gabriel, where this Shareholders’ Meeting was meant to initially take place, is indeed a “public-access establishment” (ERP), class L, subject to the prohibition to gather simultaneously more than six persons together. Moreover, the company has no meeting room, neither at its registered office in Metz, nor at its administrative offices in Paris, which enables to safely welcome the potential participants in accordance with the sanitary measures taken to slow down the spread of the virus pursuant to decree n°2020-1310 of October 29, 2020. This decision to hold the Shareholders’ Meeting through a closed session is taken in accordance with the conditions set out by applicable laws and regulations.

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

The Shareholders’ Meeting will be broadcasted live and in replay on Covivio’s website.

It will exceptionally not be possible neither to ask for an admission card to attend the meeting nor to submit draft amendments or new resolutions to its agenda during the session.

Prior the Shareholders’ Meeting, shareholders are invited to vote remotely (by post or electronically through the secured voting platform VOTACCESS) or to grant power to the Chairman of the Shareholders’ Meeting or to a third party.

Oral questions usually raised during the discussions shall be sent by e-mail to : assemblee.generale@covivio.fr, prior to the Shareholders’ Meeting and at the latest on Friday April 16, 2021 at 3.00 p.m. Paris time, with a justification of your shareholder status. The company will answer these questions during the session or, otherwise, in the minutes of the Shareholders’ Meeting. A session of questions and answers will also be made available to the shareholders during the meeting. Given the technical impossibility to set up a system of conference call or videoconference ensuring the identification of the shareholders, the terms and conditions of participation to this session of questions and answers will be set out in a subsequent press release published by the company.

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.

The Votaccess website will be open from Friday 2 April 2021 until Monday 19 April 19 2021 at 3 p.m., Paris time, France. Nevrtheless, we recommend that you do not wait until this deadline to vote.

Documents related to the shareholder’s meeting, from universal registration document, available hereafter :

  • Text of the draft resolutions: page 407 et seq
  • Company financial statements as at 31 December 2020: page 334 et seq
  • Consolidated financial statements as at 31 December 2020: page 255 et seq
  • Information in the management report of the Board of Directors: page 543
  • Information about legal representatives: page 427 to 429 et page 438 to 447
  • Report from the Board of Directors on corporate governance: page 425 et seq