PRESS RELEASE

Paris, April 19, 2024, 6 p.m.

OUTCOME OF THE COMBINED GENERAL MEETING OF APRIL 19, 2024

1. OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 19, 2024 AND RESULTS OF VOTING OF THE RESOLUTIONS

Icade's Combined General Meeting (the "General Meeting") was held this Friday, April 19, 2024 at the registered office of the Company, Immeuble Open, 27 rue Camille Desmoulins, 92130 Issy-les-Moulineaux, France.

Notices of meeting and invitations to attend were published and invitations to attend were sent in accordance with applicable regulations. All the documents relating to this General Meeting are available in the finance section of the Group's website under the "General Meeting" tab.

The General Meeting was chaired by Mr Frédéric Thomas, Chairman of the Board of Directors.

Caisse des Dépôts et Consignations, represented by Mr Alexandre Thorel, and Crédit Agricole Assurances, represented by Mr Emmanuel Chabas, were appointed as scrutineers from among the shareholders with the largest number of voting rights.

Mr Jérôme Lucchini was appointed as the General Meeting's Secretary. The quorum was established as follows:

  • 63,860,800 voting shares, i.e. a quorum of 84.34 % for the ordinary resolutions,
  • 63,862,659 voting shares, i.e. a quorum of 84.35 % for the extraordinary resolutions. All the resolutions proposed at the General Meeting were approved by a large majority. Detailed voting results for each resolution are shown in the appendix to this press release.

In particular, the General Meeting:

  • approved the separate and consolidated financial statements for the financial year ended December 31, 2023;
  • approved the distribution of a gross cash dividend of €4.84 per share for the financial year 2023. It is recalled that a gross interim dividend of €2.42 per share was paid on March 6, 2024, with the shares having gone ex- dividend on March 4, 2024. The remaining balance will be paid in the form of a gross final dividend of €2.42 per share on July 4, 2024 with the shares going ex-dividend on July 2, 2024;
  • approved the new regulated related party agreements mentioned in the Statutory Auditors' special report;
  • ratified the temporary appointment of Mrs Dorothée Clouzot, Mr Olivier Lecomte et Mrs Nathalie Delbreuve as directors;
  • reappointed Mrs Nathalie Delbreuve, Mrs Laurence Giraudon, Mrs Florence Péronnau and Mr Frédéric Thomas as directors;
  • appointed Mr Bruno Derville as new director;
  • approved the remuneration policies for directors, the Chairman of the Board of Directors and the Chief Executive Officer;
  • approved the elements of remuneration for the Chairman of the Board of Directors and the Chief Executive Officer for the 2023 financial year;
  • issued a favourable opinion on the Company's progress with respect to climate transition and biodiversity preservation;
  • renewed the financial authorisations and delegations to be given to the Board of Directors.

The presentation of the General Meeting is available in the finance section of the Group's website under the "General Meeting" tab.

2. CHANGES IN GOVERNANCE FOLLOWING THE BOARD OF DIRECTORS MEETING HELD ON APRIL 19, 2024

After this General Meeting, the Board of Directors of the Company met on April 19, 2024 and notably:

  • appointed Mr Frédéric Thomas as Chairman of the Board of Directors, for the remainder of his term of office as director, i.e. until the general meeting to be held in 2028 to approve the financial statements for the previous year, it being specified that Mr Frédéric Thomas was already holding these functions since April 24, 2019;
  • appointed Mrs Florence Péronnau as Vice-Chairwoman also serving as lead independent director, for the remainder of her term of office as director, i.e. until the general meeting to be held in 2028 to approve the financial statements for the previous year, it being specified that Mrs Florence Péronnau was already holding these functions since April 24, 2020;
  • modified the composition and chairmanship of the various specialized committees of the Board of Directors, as detailed in the appendix.

The Board of Directors is still composed of 15 directors, including 5 independent directors and 6 women. Details of the composition of the Board of Directors and committees are given in the appendix.

3. SAY ON CLIMATE AND BIODIVERSITY

The "Say on Climate" and "Say on Biodiversity" resolutions were approved by respectively 99.30 % and 98.65 % of the shareholders at today's General Meeting. They are detailed in more detail in the press release published today entitled Say on Climate and Say on Biodiversity.

ABOUT ICADE

Icade is a full-service real estate company with expertise in both commercial property investment (portfolio worth €6.8bn on a full consolidation basis as of 12/31/2023) and property development (2023 economic revenue of €1.3bn) that operates throughout France. Icade has forged long-term partnerships to respond to emerging trends in the industry. It has made climate issues and the preservation of biodiversity central to its business model to reinvent real estate and contribute to more sustainable cities. It is listed as a "SIIC" on Euronext Paris and its leading shareholder is the Caisse des Dépôts group.

The text of this press release is available on the Icade website: www.icade.fr/en

CONTACTS

Anne-Violette Faugeras

Marylou Ravix

Head of Finance and Investor Relations

External Communication Manager

+33 (0)7 88 12 28 38

+33 (0)7 88 30 88 51

anne-violette.faugeras@icade.fr

marylou.ravix@icade.fr

APPENDIX

VOTING RESULTS FOR EACH RESOLUTION

CAPITAL SHARES: 76 234 545

Votes not

valid for

Excluded

State of

Valid for majority

majority

Presents & Represented

Titles expressed

voting

adoption

Resolution

Type

Vote time

(Abstain+Invali

rights

d+Not voted)

For

%

Against

%

Shares

Votes

For+Against

% Capital

Approval of the separate financial statements for

19/04/2024

1

the year ended December 31, 2023 - Approval of

Ordinary

63 737 554

99,93%

46 806

0,07%

76 440

63 860 800

63 860 800

63 784 360

83,67%

0

Carried

11:00:54

non-tax deductible expenses and charges

2

Approval of the consolidated financial statements

Ordinary

19/04/2024

63 738 982

99,93%

45 713

0,07%

76 105

63 860 800

63 860 800

63 784 695

83,67%

0

Carried

for the year ended December 31, 2023

11:01:20

3

Appropriation of profits for the financial year and

Ordinary

19/04/2024

63 785 584

99,91%

56 812

0,09%

18 404

63 860 800

63 860 800

63 842 396

83,74%

0

Carried

determination of the dividend amount

11:01:49

Statutory Auditors' special report on regulated

19/04/2024

4

related party agreements and approval of

Ordinary

61 830 533

96,88%

1 989 102

3,12%

41 164

63 860 800

63 860 799

63 819 635

83,71%

1

Carried

11:02:12

the new agreements mentioned therein

5

Reappointment of PricewaterhouseCoopers

Ordinary

19/04/2024

62 773 904

98,35%

1 051 110

1,65%

35 786

63 860 800

63 860 800

63 825 014

83,72%

0

Carried

Audit as principal statutory auditor

11:02:37

Appointment of Mazars as statutory auditor

19/04/2024

6

responsible for the assurance of sustainability

Ordinary

62 685 706

98,22%

1 134 832

1,78%

40 262

63 860 800

63 860 800

63 820 538

83,72%

0

Carried

11:03:01

reporting

7

Ratification of the temporary appointment of

Ordinary

19/04/2024

52 716 519

82,60%

11 105 585

17,40%

38 696

63 860 800

63 860 800

63 822 104

83,72%

0

Carried

Ms Dorothée Clouzot as director

11:03:23

8

Ratification of the temporary appointment of

Ordinary

19/04/2024

63 732 136

99,87%

81 776

0,13%

46 888

63 860 800

63 860 800

63 813 912

83,71%

0

Carried

Mr Olivier Lecomte as director

11:03:47

9

Ratification of the temporary appointment of

Ordinary

19/04/2024

62 044 713

97,23%

1 769 439

2,77%

46 648

63 860 800

63 860 800

63 814 152

83,71%

0

Carried

Ms Nathalie Delbreuve as director

11:04:13

10

Reappointment of Ms Nathalie Delbreuve as

Ordinary

19/04/2024

57 091 731

89,47%

6 722 485

10,53%

46 584

63 860 800

63 860 800

63 814 216

83,71%

0

Carried

director

11:04:37

11

Reappointment of Ms Laurence Giraudon as

Ordinary

19/04/2024

52 883 251

82,87%

10 928 959

17,13%

48 590

63 860 800

63 860 800

63 812 210

83,71%

0

Carried

director

11:05:00

12

Reappointment of Ms Florence Péronnau as

Ordinary

19/04/2024

58 679 331

91,95%

5 134 876

8,05%

46 593

63 860 800

63 860 800

63 814 207

83,71%

0

Carried

director

11:05:23

13

Reappointment of Mr Frédéric Thomas as

Ordinary

19/04/2024

50 234 917

78,93%

13 412 898

21,07%

212 985

63 860 800

63 860 800

63 647 815

83,49%

0

Carried

director

11:05:46

14

Appointment of Mr Bruno Derville as director to

Ordinary

19/04/2024

59 877 695

93,83%

3 935 697

6,17%

47 408

63 860 800

63 860 800

63 813 392

83,71%

0

Carried

replace Mr Georges Ralli

11:06:10

15

Approval of the remuneration policy for the

Ordinary

19/04/2024

63 728 921

99,87%

80 639

0,13%

51 240

63 860 800

63 860 800

63 809 560

83,70%

0

Carried

members of the Board of Directors

11:06:33

16

Approval of the remuneration policy for the

Ordinary

19/04/2024

63 723 551

99,87%

83 564

0,13%

53 685

63 860 800

63 860 800

63 807 115

83,70%

0

Carried

Chairman of the Board of Directors

11:06:57

Approval of the remuneration policy for the Chief

19/04/2024

17

Executive Officer and/or any other corporate

Ordinary

54 720 373

86,53%

8 518 338

13,47%

622 089

63 860 800

63 860 800

63 238 711

82,95%

0

Carried

11:07:21

officer

Approval of the information referred to in

19/04/2024

18

section I of Article L. 22-10-9 of the French

Ordinary

59 688 973

93,78%

3 956 415

6,22%

215 412

63 860 800

63 860 800

63 645 388

83,49%

0

Carried

11:07:44

Commercial Code

Approval of the fixed, variable and exceptional

components of total remuneration and benefits

19/04/2024

19

of any kind paid during the past financial year or

Ordinary

63 716 507

99,83%

107 462

0,17%

36 831

63 860 800

63 860 800

63 823 969

83,72%

0

Carried

11:08:08

granted for the same period to Mr Frédéric

Thomas, Chairman of the Board of Directors

Approval of the fixed, variable and exceptional

components of total remuneration and benefits

19/04/2024

20

of any kind paid during the past financial year or

Ordinary

59 078 945

93,16%

4 335 536

6,84%

446 319

63 860 800

63 860 800

63 414 481

83,18%

0

Carried

11:08:31

granted for the same period to Mr Nicolas Joly,

Chief Executive Officer from April 21, 2023

Authorisation to be given to the Board of

19/04/2024

21

Directors to have the Company repurchase its

Ordinary

63 012 383

98,75%

795 456

1,25%

52 961

63 860 800

63 860 800

63 807 839

83,70%

0

Carried

own shares under Article L. 22-10-62 of the

11:08:53

French Commercial Code

22

Say on Climate

Ordinary

19/04/2024

63 362 770

99,30%

444 058

0,70%

53 972

63 860 800

63 860 800

63 806 828

83,70%

0

Carried

11:09:16

23

Say on Biodiversity

Ordinary

19/04/2024

62 288 094

98,65%

850 083

1,35%

722 623

63 860 800

63 860 800

63 138 177

82,82%

0

Carried

11:09:38

Authorisation to be given to the Board of

19/04/2024

24

Directors to cancel the shares repurchased by

Extraordinary

63 593 107

99,61%

251 125

0,39%

18 427

63 862 659

63 862 659

63 844 232

83,75%

0

Carried

the Company under Article L. 22-10-62 of the

11:10:02

French Commercial Code

Delegation to be given to the Board of Directors

to increase the capital by issuing ordinary shares

and/or securities entitling their holders to shares

19/04/2024

25

in the Company, subject to a maximum limit of

Extraordinary

62 549 586

97,98%

1 291 690

2,02%

21 383

63 862 659

63 862 659

63 841 276

83,74%

0

Carried

10% of share capital, in consideration for

11:10:24

contributions in kind of equity instruments

or securities entitling their holders to shares in

the Company

Authorisation to be given to the Board of

26

Directors to grant, free of charge, existing and/or

Extraordinary

19/04/2024

49 172 607

77,53%

14 248 062

22,47%

441 990

63 862 659

63 862 659

63 420 669

83,19%

0

Carried

newly issued shares to employees and/or certain

11:10:47

corporate officers

27

Powers to complete formalities

Ordinary

19/04/2024

63 808 835

99,99%

8 736

0,01%

43 229

63 860 800

63 860 800

63 817 571

83,71%

0

Carried

11:11:11

APPENDIX

COMPOSITION OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

BOARD OF DIRECTORS

  • Frédéric Thomas, Chairman of the Board of Directors
  • La Caisse des dépôts, represented by Alexandre Thorel
  • Emmanuel Chabas
  • Dorothée Clouzot
  • Nathalie Delbreuve, independent director
  • Bruno Derville, independent director
  • Laurence Giraudon
  • Olivier Lecomte, independent director
  • Marianne Louradour
  • Olivier Mareuse
  • Florence Péronnau, independent director
  • Gonzague de Pirey, independent director
  • Sophie Quatrehomme
  • Antoine Saintoyant
  • Bernard Spitz
  • Alexandre Thorel

AUDIT AND RISK COMMITTEE

  • Olivier Lecomte, committee chairman, independent director
  • Nathalie Delbreuve, independent director
  • Olivier Mareuse

APPOINTMENTS AND REMUNERATION COMMITTEE

  • Florence Péronnau, committee chairwoman, independent director
  • Emmanuel Chabas
  • Olivier Lecomte, independent director
  • Antoine Saintoyant

STRATEGY AND INVESTMENT COMMITTEE

  • Bruno Derville, committee chairman, independent director
  • Emmanuel Chabas
  • Florence Péronnau, independent director
  • Bernard Spitz
  • Frédéric Thomas
  • Alexandre Thorel, permanent representative of the Caisse des Dépôts

INNOVATION AND CSR COMMITTEE

  • Sophie Quatrehomme, committee chairwoman
  • Florence Péronnau, independent director
  • Gonzague de Pirey, independent director

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Disclaimer

Icade SA published this content on 19 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2024 16:18:07 UTC.