7 El compuesto H fFe 2
9.5 Medidas CAP a distintas temperaturas
9.6.2 Efecto de la hidrogenación en el intermetálico
on the situation and operation of company business, but also on the situation and the business affairs of the whole formed by the Company and the entities controlled by the Company within the meaning of Article L 233-3 of the French Code of Commerce. The Management Board may also submit a report to the Supervisory Board at any time concerning any special operation.”
F.3. Powers of the Management Board, notably concerning share issuance or buyback. The Management Board has been authorised to:
- launch a share buy-back programme, - grant Stock Options,
- increase shareholders’ equity, - award bonus shares.
Aim of authority Type of security involved Type of security excluded Maximum amount authorised by the General Shareholders’ Meeting, July 9, 2013 Use of authority at 31.03.2014 Capital increase for the
Laurent-Perrier company though share issue maintaining preferential subscription rights Shares and securities (warrants) entitling owners to acquire Laurent-Perrier shares •Preference shares •€10,000,000 if shares •€150,000,000 if securities representative of debts entitling owners to acquire company shares No
Capital increase for the Laurent-Perrier company though share issue without preferential subscription rights Shares and securities (warrants) entitling owners to acquire Laurent-Perrier shares •Preference shares •€10,000,000 if shares •€150,000,000 if securities representative of debts entitling owners to acquire company shares No Capital increase by issuance of shares following securities issuance by a company in which Laurent-Perrier directly or indirectly owns more than 50% of the equity • Bonds with Laurent-Perrier equity warrants, • or other securities •€10,000,000 if shares •€150,000,000 if securities representative of debts entitling owners to acquire company shares No
Capital increase by the Laurent-Perrier company by incorporation of reserves, profits or premiums
Shares €10,000,000 No
Capital increase by the Laurent-Perrier company at the time of an exchange offering or takeover
The shares and securities specified above See exclusions specified above • €10,000,000 if shares •€150,000,000 if securities representative of debts entitling owners to acquire company shares No
Capital increase for Laurent-Perrier company staff
Resolutions rejected in 2011
No
F.4. There exist no agreements entered into by the company and falling within the legal requirement of disclosure which will be modified or terminated in the event of a change in control of the said company.
F.5. Agreements stipulating indemnities. There are no agreements stipulating the payment of indemnities for members of the Management Board or employees in the event of their resignation or are dismissed without good cause or if their employment should be terminated in the event of a public offering, and notably no excessive severance packages or golden parachutes, apart from the commitment taken by Laurent-Perrier to M. Jordi Vinyals, member of the Management board, that is in the event of severance attributable to Laurent-Perrier during the first 5 years of service (with the exception of gross negligence) and related:
- either top a change in strategy
- or to a change in the control of the Company’s equity capital
Amount = 12 times the most recent gross monthly fixed compensation.
The report was approved by the meeting of the Supervisory Board held on May 22, 2014.
Maurice de Kervénoaël
APPENDIX A
List of members of the Supervisory Board and functions exercised in other companies
Directors
Date of initial appointment expires Other Group and non-Group mandates at March 31,2014 Maurice de Kervénoaël(1) Chairman: July 7, 2005 - 2017 Business address: MDK Consulting 20, rue Vignon 75009 Paris
Other Laurent-Perrier Group mandates: none
Non-Laurent-Perrier Group mandates: - Manager of Consulting Company - Managing Director of MDK Consulting
- Chairman of Hermès International Audit Committee - Director, Deputy Chairman, Hermès International - Director ONET
-Chairman of Mellerio International
François Philippoteaux
Deputy Chairman
Member: July 11, 1996 – 2014 Former Chief Executive of Laurent- Perrier
Address: Laurent-Perrier – 32 avenue de Champagne 51150 Tours-sur- Marne
Other Laurent-Perrier Group mandates: see table of positions and offices
- Chairman of Laurent-Perrier Switzerland
Non-Laurent-Perrier Group mandates: none
Bernard de La Giraudière
Member: July, 1996 – 2014 Former Chief Executive of Laurent- Perrier
Address: Laurent-Perrier – 32 avenue de Champagne 51150 Tours-sur- Marne
Other Laurent-Perrier Group mandates: - Chairman of Laurent-Perrier UK
Non-Laurent-Perrier Group mandates: - Chairman de Spirited Co. Limited
Claude de Nonancourt
Member: July 11 1996 - 2014 Family tie: wife of Bernard de
Nonancourt
Address: Laurent-Perrier – 32 avenue de Champagne 51150 Tours-sur- Marne
Other Laurent-Perrier Group mandates: see table of positions and offices
Non-Laurent-Perrier Group mandates: none
Yann Duchesne(1)
Member: July 3 2003 - 2015 Business address:
Doughty & Hanson 45 Pall Mall London SWY 5 JG United Kingdom
Other Laurent-Perrier Group mandates: none
Non-Laurent-Perrier Group mandates:
- Senior Associate Doughty & Hanson investment fund - Chairman of the Supervisory Board of Saft
- Chairman, Balta - Chairman, KP1 - Director, IPSOS
Marie Cheval(1)
Member: July 9, 2013 – July 8, 2014 Business address: Boursorama – 18, quai du Point du Jour – 92100 Boulogne-Billancourt
Other Laurent-Perrier Group mandates:
Non-Laurent-Perrier Group mandates: - Chairman of Boursorama
- Member of the Supervisory Board of ’OnVista (Germany) - Director of Talos Holdings Ltd. (UK)
Éric Meneux
Member: October 26, 1999 - 2017 Family tie: husband of Stéphanie
Meneux de Nonancourt, member of the Management Board
Address: Laurent-Perrier – 32 avenue de Champagne 51150 Tours-sur- Marne
Other Laurent-Perrier Group mandates: none
Non-Laurent-Perrier Group mandates:
Medical Doctor, surgeon at the Clinique Sainte Isabelle and the American Hospital, Neuilly-sur-Seine
Monsieur Jean-Louis Pereyre
Member: December 20, 1994 - 2018 Family tie: husband of Alexandra
Pereyre de Nonancourt, member of the Management Board
Address: Laurent-Perrier – 32 avenue de Champagne 51150 Tours-sur- Marne
Other Laurent-Perrier Group mandates: none
Non-Laurent-Perrier Group mandates:
Chairman, Maritime Archéologie et Prospection Director, Media Contact Services
Patrick Thomas (1)
Member: November 25, 2011 - 2017
Business address: 24 rue du Faubourg
Saint Honoré 75008 Paris
Other Laurent-Perrier Group mandates: none
Non-Laurent-Perrier Group mandates: - Director, Hermès International
- Hermès representative in Hermès Group subsidiaries - Chairman of Shang-Xia
- Member of the Leica Camera AG Supervisory Board
- Deputy Chairman of the Massilly Holding Supervisory Board - Director, Rémy Cointreau
(1) Independent members of the Supervisory Board.
REPORT OF THE STATUTORY AUDITORS PREPARED IN ACCORDANCE WITH ARTICLE L.225-