Report on Claranova’s Ordinary and Extraordinary General Meeting of November 30, 2022
13 Dezember 2022 - 9:51PM
Business Wire
Regulatory News:
The Ordinary and Extraordinary General Meeting of Claranova's
(Paris:CLA) shareholders was held, pursuant to the first notice, on
Wednesday, November 30, 2022 at 3:00 pm, at the Tour Egée Business
Center, 9 - 11 Allée de l’Arche, 92400 Courbevoie, under the
chairmanship of Mr. Pierre Cesarini, the company’s
Chairman-CEO.
The number of shares held by the 1,261 shareholders who attended
the Combined General Meeting was 13,783,557, representing a
participation rate of 33.25% and 36.40% of the existing voting
rights. The Company specifies that, pursuant to Article 10 of the
Company's bylaws (and Articles L.223-7 and L.233-14 of the French
Commercial Code and 223-11 et seq. of the General Regulations of
the French Financial Markets Authority (Autorité des Marchés
Financiers - AMF), a portion of the shares held by Mr. Pierre
Cesarini and the Canadian consortium Daniel Assouline/Michael
Dadoun are subject to a temporary deprivation of voting rights as a
result of individual and concerted declarations of crossing
thresholds made outside the time limit.
During the General meeting, resolutions
n°1,2,3,5,6,10,14,17,18,19, 20, 21 and 33 were approved by the
shareholders and resolutions n°4,7,8,11,12,13,15,16 as well as
resolutions n°22 to 30 and 32 were rejected, resolutions 9, 27 and
31 became not applicable due to rejected resolutions and
consequently cancelled.
Upon proposal of the Adanova association, a new resolution not
included on the agenda was proposed to the shareholders during the
General Meeting for the "Dismissal of all the members of the Board
of Directors" and was rejected by more than 73% of the
shareholders.
The Company has taken note of this hostile takeover attempt by
Adanova and Mr. Michael Dadoun and Mr. Daniel Assouline, Canadian
shareholders whose companies Adaware, Upclick and Lulu software,
were acquired by Claranova, in exchange for a total amount of 98.3
M€ in cash and Claranova shares which represents currently 8.91% of
the capital.
Mr. Roger Bloxberg, Mr. Todd Helfstein, Mr. Eric Gareau and Mr.
Kevin Bromber, managers of the PlanetArt, Avanquest and myDevices
divisions, unanimously reaffirm their full confidence in the
Claranova management who is studying the best solutions to
stabilize the company's shareholder base in order to continue the
company's growth.
Financial calendar: February 8, 2023:
2022-2023 First-half revenue
About Claranova:
As a diversified global technology company, Claranova manages
and coordinates a portfolio of majority interests in digital
companies with strong growth potential. Supported by a team
combining several decades of experience in the world of technology,
Claranova has acquired a unique know-how in successfully turning
around, creating and developing innovative companies and proven its
capacity to turn a simple idea into a worldwide success in just a
few short years.
Present in 15 countries and leveraging the technology expertise
of its 800+ employees across North America and Europe, Claranova is
a truly international company, with 95% of its revenue derived from
international markets.
Claranova’s portfolio of companies is organized into three
unique technology platforms operating in all major digital sectors.
As an e-commerce leader in personalized objects, Claranova also
stands out for its technological expertise in software publishing
and the Internet of Things, through its businesses PlanetArt,
Avanquest and myDevices. These three technology platforms share a
common vision: empowering people through innovation by providing
simple and intuitive digital solutions that facilitate everyday
access to the very best of technology.
For more information on Claranova group :
https://www.claranova.com ou
https://twitter.com/claranova_group
Appendices
Number of shares comprising the share capital:
45,990,070
Number of shares with voting rights: 41,454,739
Number of voting rights: 44,091,698
Number of shareholders
Number of shares
Number of votes
Shareholders present or represented
170
6,011,792
8,244,515
Powers of the Chairman
451
678,633
703,282
Votes by mail
640
7,093,132
7,102,041
Total
1,261
13,783,557
16,049,838
Quorum
33.25%
Details of the results of the Ordinary and Extraordinary General
Meeting of November 30, 2022 are available on the Group's website
in the "General Meetings" section:
https://www.claranova.com/investisseurs/assemblees-generales/
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version on businesswire.com: https://www.businesswire.com/news/home/20221213006018/en/
ANALYSTS- INVESTORS +33 1 41 27 19 74
ir@claranova.com
FINANCIAL COMMUNICATIONS +33 1 75 77 54 68
ir@claranova.com
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