from ICADE (EPA:ICAD)
ICADE: OUTCOME OF THE COMBINED GENERAL MEETING HELD ON MAY 13, 2025
PRESS RELEASE
Paris, May 13, 2025, 7 p.m.
Outcome of the Combined General Meeting held on May 13, 2025
Icade’s Combined General Meeting (the “General Meeting”) was held on Tuesday, May 13, 2025 at Immeuble Cœur Défense – Tour B, Espace Comet, 24th floor, 100 Esplanade du Général de Gaulle, 92832 Paris La Défense Cedex, 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 the Crédit Agricole Assurances Group, represented by Ms Florence Habib-Deloncle, 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:
• 60,713,916 voting shares, i.e. a quorum of 80.08 % for ordinary resolutions, • 60,719,195 voting shares, i.e. a quorum of 80.09% for 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, 2024;
• approved the distribution of a gross cash dividend of €4.31 per share for the financial year 2024. A gross interim dividend of €2.16 per share was paid on March 6, 2025 (ex-dividend date: March 4, 2025). The remaining balance will be paid in the form of a gross final dividend of €2.15 per share on July 3, 2025, with the shares going ex-dividend on July 1, 2025;
• approved the new regulated related party agreement mentioned in the Statutory Auditors’ special report;
• approved the reappointment of Forvis Mazars as principal statutory auditor and statutory auditor responsible for the assurance of sustainability reporting;
• approved the appointment of PricewaterhouseCoopers Audit as statutory auditor responsible for the assurance of sustainability reporting;
• ratified the temporary appointment of Ms Audrey Girard and Ms Florence Habib-Deloncle as directors;
• reappointed Ms Dorothée Clouzot, Mr Olivier Mareuse and Mr Bernard Spitz as directors;
• 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 2024 financial year;
• issued a favourable opinion on Icade’s progress with respect to climate transition and biodiversity preservation (Say on Climate and Say on Biodiversity resolutions approved by 99.28 % and 99.36 %, respectively, of the votes cast – see dedicated press release published today);
• ratified the change of registered office to 1 avenue du Général de Gaulle, 92800 Puteaux, France;
• renewed the financial authorisations and delegations to be given to the Board of Directors;
• approved the amendments to Articles 10 and 15 of the Articles of Association.
The General Meeting presentation is available in the Finance section of the Group’s website under the “General Meeting” tab.
ABOUT ICADE
Icade is a full-service real estate company with expertise in both property investment (portfolio worth €6.4bn as of 12/31/2024 – 100% + Group share of joint ventures) and property development (2024 economic revenue of €1.2bn) 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 an “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 Communications 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
RESULTS OF VOTING ON THE RESOLUTIONS
CAPITAL SHARES: 76 234 545
Resolution | Type | Vote Time | Votes valid for majority | Votes not valid for majority (Abstain+Invalid+Not voted) | Presents & Represented | Shares valid for majority | Excluded voting rights | State of adoption | ||||||
For | % | Against | % |
| Shares | Votes | For + Against | % of shares capital |
|
| ||||
1 | Approval of the separate financial statements for the year ended December 31, 2024 – Approval of non-tax deductible expenses and charges | Ordinary | 13/05/2025 10:44:37 | 60 602 495 | 99,89% | 65 002 | 0,11% | 33 790 | 60 713 916 | 60 713 916 | 60 667 497 | 79,64% | 0 | Carried |
2 | Approval of the consolidated financial statements for the year ended December 31, 2024 | Ordinary | 13/05/2025 10:45:07 | 60 605 066 | 99,90% | 62 951 | 0,10% | 33 270 | 60 713 916 | 60 713 916 | 60 668 017 | 79,64% | 0 | Carried |
3 | Appropriation of profits for the financial year and determination of the dividend amount | Ordinary | 13/05/2025 10:45:38 | 60 657 498 | 99,93% | 40 404 | 0,07% | 3 385 | 60 713 916 | 60 713 916 | 60 697 902 | 79,64% | 0 | Carried |
4 | Statutory Auditors’ special report on regulated related party agreements and approval of the new agreement mentioned therein | Ordinary | 13/05/2025 10:46:49 | 45 739 122 | 98,22% | 831 266 | 1,78% | 42 521 | 60 713 916 | 46 612 909 | 46 570 388 | 79,64% | 14 101 007 | Carried |
5 | Reappointment of Forvis Mazars as principal statutory auditor | Ordinary | 13/05/2025 10:47:19 | 58 359 136 | 96,19% | 2 314 233 | 3,81% | 40 547 | 60 713 916 | 60 713 916 | 60 673 369 | 79,64% | 0 | Carried |
6 | Reappointment of Forvis Mazars as statutory auditor responsible for the assurance of sustainability reporting | Ordinary | 13/05/2025 10:47:50 | 58 539 227 | 96,48% | 2 133 309 | 3,52% | 41 380 | 60 713 916 | 60 713 916 | 60 672 536 | 79,64% | 0 | Carried |
7 | Appointment of PricewaterhouseCoopers Audit as statutory auditor responsible for the assurance of sustainability reporting | Ordinary | 13/05/2025 10:48:24 | 59 266 786 | 97,67% | 1 414 141 | 2,33% | 32 989 | 60 713 916 | 60 713 916 | 60 680 927 | 79,64% | 0 | Carried |
8 | Ratification of the temporary appointment of Ms Audrey Girard as director | Ordinary | 13/05/2025 10:48:55 | 52 859 301 | 87,14% | 7 803 990 | 12,86% | 50 625 | 60 713 916 | 60 713 916 | 60 663 291 | 79,64% | 0 | Carried |
9 | Ratification of the temporary appointment of Ms Florence Habib-Deloncle as director | Ordinary | 13/05/2025 10:49:24 | 54 274 653 | 89,46% | 6 391 265 | 10,54% | 47 998 | 60 713 916 | 60 713 916 | 60 665 918 | 79,64% | 0 | Carried |
10 | Reappointment of Ms Dorothée Clouzot as director | Ordinary | 13/05/2025 10:49:52 | 49 992 916 | 82,42% | 10 666 286 | 17,58% | 54 714 | 60 713 916 | 60 713 916 | 60 659 202 | 79,64% | 0 | Carried |
11 | Reappointment of Mr Olivier Mareuse as director | Ordinary | 13/05/2025 10:50:22 | 51 385 501 | 84,94% | 9 111 060 | 15,06% | 217 355 | 60 713 916 | 60 713 916 | 60 496 561 | 79,64% | 0 | Carried |
12 | Reappointment of Mr Bernard Spitz as director | Ordinary | 13/05/2025 10:50:58 | 52 019 540 | 85,74% | 8 651 830 | 14,26% | 42 546 | 60 713 916 | 60 713 916 | 60 671 370 | 79,64% | 0 | Carried |
13 | Approval of the remuneration policy for the members of the Board of Directors | Ordinary | 13/05/2025 10:51:28 | 60 542 678 | 99,79% | 128 681 | 0,21% | 42 557 | 60 713 916 | 60 713 916 | 60 671 359 | 79,64% | 0 | Carried |
14 | Approval of the remuneration policy for the Chairman of the Board of Directors | Ordinary | 13/05/2025 10:51:57 | 60 545 258 | 99,77% | 138 317 | 0,23% | 30 341 | 60 713 916 | 60 713 916 | 60 683 575 | 79,64% | 0 | Carried |
15 | Approval of the remuneration policy for the Chief Executive Officer and/or any other corporate officer | Ordinary | 13/05/2025 10:52:27 | 54 388 260 | 90,09% | 5 983 511 | 9,91% | 342 145 | 60 713 916 | 60 713 916 | 60 371 771 | 79,64% | 0 | Carried |
16 | Approval of the information referred to in section I of Article L. 22-10-9 of the French Commercial Code | Ordinary | 13/05/2025 10:52:57 | 58 514 799 | 96,47% | 2 144 074 | 3,53% | 55 043 | 60 713 916 | 60 713 916 | 60 658 873 | 79,64% | 0 | Carried |
17 | Approval of the fixed, variable and exceptional components of total remuneration and benefits of any kind paid during the past financial year or granted for the same period to Mr Frédéric Thomas, Chairman of the Board of Directors | Ordinary | 13/05/2025 10:53:37 | 60 535 816 | 99,78% | 135 635 | 0,22% | 42 465 | 60 713 916 | 60 713 916 | 60 671 451 | 79,64% | 0 | Carried |
18 | Approval of the fixed, variable and exceptional components of total remuneration and benefits of any kind paid during the past financial year or granted for the same period to Mr Nicolas Joly, Chief Executive Officer | Ordinary | 13/05/2025 10:54:14 | 57 886 961 | 95,98% | 2 423 648 | 4,02% | 403 307 | 60 713 916 | 60 713 916 | 60 310 609 | 79,64% | 0 | Carried |
19 | Authorisation to be given to the Board of Directors to have the Company repurchase its own shares under Article L. 22-10-62 of the French Commercial Code | Ordinary | 13/05/2025 10:54:50 | 60 597 678 | 99,86% | 87 579 | 0,14% | 28 659 | 60 713 916 | 60 713 916 | 60 685 257 | 79,64% | 0 | Carried |
20 | Say on Climate | Ordinary | 13/05/2025 10:55:17 | 58 691 074 | 99,28% | 426 484 | 0,72% | 1 596 358 | 60 713 916 | 60 713 916 | 59 117 558 | 79,64% | 0 | Carried |
21 | Say on Biodiversity | Ordinary | 13/05/2025 10:55:43 | 58 521 028 | 99,36% | 374 587 | 0,64% | 1 818 301 | 60 713 916 | 60 713 916 | 58 895 615 | 79,64% | 0 | Carried |
22 | Ratification of the change of registered office from 27 rue Camille Desmoulins, 92130 Issyles-Moulineaux, France to 1, avenue du Général de Gaulle, 92800 Puteaux, France, effective December 27, 2024 | Ordinary | 13/05/2025 10:56:28 | 60 666 005 | 99,94% | 36 780 | 0,06% | 11 131 | 60 713 916 | 60 713 916 | 60 702 785 | 79,64% | 0 | Carried |
23 | Authorisation to be given to the Board of Directors to cancel the shares repurchased by the Company under Article L. 2210-62 of the French Commercial Code | Extraordinary | 13/05/2025 10:57:08 | 60 647 322 | 99,89% | 64 696 | 0,11% | 7 177 | 60 719 195 | 60 719 195 | 60 712 018 | 79,65% | 0 | Carried |
24 | Delegation of authority to be given to the Board of Directors to increase the share capital by capitalisation of reserves, profits and/or share premiums | Extraordinary | 13/05/2025 10:57:40 | 60 477 085 | 99,61% | 234 923 | 0,39% | 7 187 | 60 719 195 | 60 719 195 | 60 712 008 | 79,65% | 0 | Carried |
25 | Delegation of authority to be given to the Board of Directors to issue ordinary shares with preemptive rights for existing shareholders | Extraordinary | 13/05/2025 10:58:12 | 58 228 869 | 95,91% | 2 481 959 | 4,09% | 8 367 | 60 719 195 | 60 719 195 | 60 710 828 | 79,65% | 0 | Carried |
26 | Authorisation to be given to the Board of Directors to increase the number of new shares being issued | Extraordinary | 13/05/2025 10:58:41 | 57 395 303 | 94,57% | 3 298 137 | 5,43% | 25 755 | 60 719 195 | 60 719 195 | 60 693 440 | 79,65% | 0 | Carried |
27 | Delegation of authority to be given to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities entitling their holders to shares in the Company, without pre-emptive rights, to members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labour Code | Extraordinary | 13/05/2025 10:59:26 | 58 591 741 | 96,52% | 2 110 654 | 3,48% | 16 800 | 60 719 195 | 60 719 195 | 60 702 395 | 79,65% | 0 | Carried |
28 | Amendment to Article 10 of the Articles of Association on the use of telecommunication means during meetings of the Board of Directors and on written resolutions of the Board of Directors | Extraordinary | 13/05/2025 11:00:02 | 60 659 950 | 99,93% | 44 656 | 0,07% | 14 589 | 60 719 195 | 60 719 195 | 60 704 606 | 79,65% | 0 | Carried |
29 | Bringing Article 15 of the Articles of Association into line with current regulations | Extraordinary | 13/05/2025 11:00:33 | 60 642 791 | 99,94% | 36 747 | 0,06% | 39 657 | 60 719 195 | 60 719 195 | 60 679 538 | 79,65% | 0 | Carried |
30 | Powers to complete formalities | Ordinary | 13/05/2025 11:01:03 | 60 653 492 | 99,94% | 36 278 | 0,06% | 24 146 | 60 713 916 | 60 713 916 | 60 689 770 | 79,64% | 0 | Carried |