2010 General Meeting
Minutes of the Shareholders' meeting held on 27 June 2011Dividend amount of 0.10 euro per share Optional dividend in cash or in shares from 20 July until 20 September 2011 included Issue price of the share: 50.64 euros
Avignon, 11 July 2011 - Naturex, world leader in specialty plant-based natural ingredients, presents the minutes of the Shareholders' meeting held on 27 June 2011 at 10am in Paris (Palais Brongniart).
This General meeting, chaired by Jacques Dikansky, CEO of the Company, was an opportunity to take a very positive assessment of last year, and to raise the first results of 2011 fiscal year as well as prospects Group's development.
A very active participation
During the General meeting, 4,335,595 shares (67.6% of capital) and 3,012,596 votes (59.3% of the voting rights) were represented, thus fulfilling the quorum requirements.
|Number of shares||% Share capital||Nb of votes||% votes|
|Part in the vote||4,335,595||67.6%||3,012,596||59.3%|
Approval of all resolutions subjected to shareholders
After reading the legal documents by the Board representatives and statutory auditors, shareholders voted the resolutions which were approved by a large majority, including statutory and consolidated accounts for 2010, and the renewal of the authorizations and delegations of power granted to the Board relating to capital operations.
The voting results are detailed below.
Option for the payment of the dividend in cash or in shares
The General meeting also approved the payment of a dividend amounting to 0.10 euro per share and proposes to shareholders to opt for the dividend payment in cash or shares between 20 July and 20 September 2011 included. If shareholders do not instruct their intermediaries on the shares option before the end of the option period, they will receive the dividend in cash.
The issue price of the share given as payment for the dividend was set at 50.64 euros, corresponding to 90% of the average share price over the 20 trading days preceding the General meeting, less the net amount of the dividend.
If the dividend amount for which the stock option is chosen is not equivalent to a whole number of shares, shareholders have two options:The amount of shares can be rounded down to the nearest whole number and shareholders will receive a cash indemnification for the dividend that could not be exercised into shares; Shareholders can also opt to have the number of shares rounded up to the nearest whole number and in addition pay the difference in cash.
The "record date" is set for 19 July 2011 and the "ex-date" to 20 July 2011.
Payment of the dividend in cash and the admission of new shares on NYSE Euronext Paris will be held on 30 September 2011.
Euronext notice detailing the practical arrangements for this option will be available on 18 July 2011.
Details of voting on resolutionsResolution One - Ordinary
Approval of the statutory accounts (Naturex S.A parent company) Adopted at 99.6% of the votes.
|Resolution 1||Nb of votes||% votes|
Approval of the consolidated accounts (Group) Adopted at 99.6% of the votes.
|Resolution 2||Nb of votes||% votes|
Allocation of the net result and setting of the dividend amount Adopted at 100% of the votes.
|Resolution 3||Nb of votes||% votes|
Option for the payment of the dividend in cash or in shares Adopted at 99.8% of the votes.
|Resolution 4||Nb of votes||% votes|
Report of the statutory auditors on regulated agreements and commitments and approval of these agreements Resolution adopted at 99.7% of the votes.
Mr Dikansky and Mr Lambert were excluded from the vote of this resolution, given their common interest in these agreements and commitments.
|Resolution 5||Nb of votes||% votes|
Ratification of the cooptation of Edmond de Rothschild Investment Partners Resolution adopted at 76.2% of the votes.
|Resolution 6||Nb of votes||% votes|
Appointment of Mrs Jacqueline Dikansky as a Director Resolution adopted as 73.9% of the votes.
|Resolution 7||Nb of votes||% votes|
Powers granted to the Board of Directors for the purposes of the Company purchasing its own shares within the framework of the provision of Article L.225-209 of the French commercial Code Resolution adopted at 89.7% of the votes.
|Resolution 8||Nb of votes||% votes|
Powers granted to the Board of Directors for the purposes of cancelling the shares purchased by the Company within the framework of the provision of Article L.225-209 of the French commercial Code Resolution adopted at 99.7% of the votes.
|Resolution 9||Nb of votes||% votes|
Powers granted to the Board of Directors to increase the capital through the incorporation of reserves, profits or premiums Resolution adopted at 99.7% of the votes.
|Resolution 10||Nb of votes||% votes|
Powers granted to the Board of Directors to carry out a capital increase through the issue of ordinary shares or securities providing access to the capital, with pre-emptive subscription rights Resolution adopted at 99.7% of the votes.
|Resolution 11||Nb of votes||% votes|
Powers granted to the Board of Directors to carry out a capital increase through the issue of ordinary shares and/or securities providing access to the capital, with revocation of pre-emptive subscription rights on a public share offer Resolution adopted at 77.6% of the votes.
|Resolution 12||Nb of votes||% votes|
Powers granted to the Board of Directors to carry out a capital increase through the issue of ordinary shares and/or securities providing access to the capital, with revocation of pre-emptive subscription rights on a private investment offer Resolution adopted at 77.8% of the votes.
|Resolution 13||Nb of votes||% votes|
Authorisation granted to the Board of Directors to increase the number of issues in the event of excess demand Resolution adopted at 86.1% of the votes.
|Resolution 14||Nb of votes||% votes|
Authorisation granted to the Board of Directors to increase the Company's capital up to a maximum of 10% in order to remunerate contributions in kind of shares or securities providing access to the capital Resolution adopted at 92.6% of the votes.
|Resolution 15||Nb of votes||% votes|
Powers granted to the Board of Directors to increase the capital through the issue of shares reserved for members in a company savings plan in application of Articles L.3332-18 et seq. of the French Labour Code Resolution adopted at 98.4% of the votes.
|Resolution 16||Nb of votes||% votes|
Powers granted to the Board of Directors for the allocation of stock subscription and/or purchase options to pay staff employees and/or certain company officers Resolution adopted at 91.9% of the votes.
|Resolution 17||Nb of votes||% votes|
Powers granted to the Board of Directors for the free allocation of shares to staff employees and/or certain company officers Resolution adopted at 83.1% of the votes.
|Resolution 18||Nb of votes||% votes|
Amendment of section 8 of the Articles of Association relating to preference shares Resolution adopted at 69.3% of the votes.
The company Natraceutical S.A, which owns 615,428 voting rights and holds preference shares, abstained in the vote given the subject of the resolution.
|Resolution 19||Nb of votes||% votes|
Formalities Resolution adopted at 99.7% of the votes.
|Resolution 20||Nb de voix||% votes|
Documentation presented during the Shareholders' meeting
The documents presented at the General meeting are available for download on the website www.naturex.fr, under section Investors > Documents 2011:
Hard copies of this document are also available free of charge from the Investor Relations department of the company.Upcoming publications
- H1 revenue:: 26th July 2011
- H1 consolidated results : 31st August 2011
You can receive all of NATUREX's financial information free of charge by signing up on: www.naturex.com
NATUREX has been listed on segment B of NYSE Euronext Paris since October 1996
|Number of shares in the capital: 6,410,931
5,026,359 ordinary shares (ISIN FR0000054694)
1,384,572 preferred shares (ISIN FR0010833251)
Naturex is part of the CAC Small and Gaïa Indexes.
Naturex is eligible for the "long-only" DSS.
MNEMO: NRX - Reuters: NATU.PA - Bloomberg: NRX:FP
Naturex is the global leader in specialty plant-based natural ingredients.
The Group is organised around three strategic markets - Food & Beverage, Nutrition & Health and Personal Care - and produces and markets specialty plant-based natural ingredients for the food, nutraceutical, pharmaceutical and cosmetic industries.
Naturex's head office is based in Avignon. The company employs more than 950 people and has high-performance industrial resources through its 11 industrial sites in Europe (France, Italy, Spain, the United Kingdom and Switzerland), as well as in Morocco, the United States, Brazil and Australia. It also benefits from sales presence around the world through a dedicated network of sales offices in 19 countries (France, Italy, Spain, the United Kingdom, Belgium, Germany, Switzerland, Russia, U.A.E., Thailand, Singapore, Japan, China, Korea, Australia, the United States, Canada, Brazil and Mexico).
Naturex's sound performance is linked to the fast-growing demand for natural products and its capacity to provide manufacturers with the personalised means to meet the requirements of their end consumers. The Group's strength lies in its positioning on specific products which constitute niche markets, thanks to strong sourcing capacity and sustained Research & Development.
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