Convening Notice. Combined General Meeting Friday June 22, 2018

Transcription

1 Convening Notice Combined General Meeting Friday June 22, 2018 The shareholders of SES-imagotag are called by the Board of Directors to attend the Combined General Meeting to be held on Friday, June 22, 2018 at 9:00 a.m. at the company s registered office located at 55 place Nelson Mandela in Nanterre (92000 France) 5 ème étage (5 th floor). SES-imagotag Group HQ: 55 Place Nelson Mandela Nanterre RCS Nanterre

2 Table of Contents About SES-imagotag 3 Press release of May 8, Board of Directors Membership 4 Mode of Participation 8 Agenda 11 Draft text of the resolutions proposed 12 Additional Document Request Form 20

3 About SES-imagotag For 25 years, SES-imagotag is the trusted partner of retailers for the use of digital technology in stores. SES-imagotag, the worldwide leader in smart digital labels and pricing automation, develops a comprehensive IoT and digital platform that delivers a complete set of services to retailers. The SES-imagotag solution enables retailers to connect and digitize their physical stores; automate low-value added processes; improve operational efficiency; inform and serve customers; ensure information integrity to continuously optimize on-hand inventory; prevent stock-outs and waste and create an omni-channel service platform that builds loyalty and meets evolving consumer expectations. Press release dated May 8, 2018 SES-imagotag and E Ink announce a strategic collaboration to strengthen their positions in the retail IoT Market. E ink agrees to a 26 million equity investment in SES-imagotag. SES-imagotag (Euronext: SESL, FR ), the world No. 1 in digital price tags, and E Ink Holdings, E Ink (8069.TW), the leading innovator of electronic ink technology, today announced a strategic collaboration to accelerate and expand their common growth in the retail IoT market solutions. As part of this strategic collaboration E Ink has agreed to complete a 26 million investment in SES-imagotag in form of a reserved capital increase of SES-imagotag that will be submitted to the approval of the extraordinary general meeting of SES-imagotag on June 22, E Ink and SES-imagotag have collaborated for years to provide the best technology solution for smart retail tags, especially with the significant achievements in implementing E Ink Spectra products including red & yellow in electronic retail tags. The industrial and sales partnerships foreseen by E Ink and SES-imagotag aim to accelerate product efforts in the fields of electronic paper and smart retail applications, the core expertise of the respective companies. E Ink will capitalize on its epaper values for IoT applications and SES-imagotag will accelerate its go-to-market by delivering worldwide the best and most effective solutions for smart retail. E Ink aims to strengthen its business through building up closer partnership with players in the smart retail ecosystem. We are optimistic about the development of epaper display applications in retail industry, and delighted to deepen the collaboration with SES-imagotag through this investment, said Johnson Lee, the President of E Ink Holdings. With SES-imagotag s worldwide leading expertise on smart retail solutions, E Ink and SES-imagotag will expand the epaper display applications in the smart retail sector together. We build together a fascinating technology and we know that Retail IoT market is really accelerating. This alliance is long-term and our synergies are countless. This strategic relationship is backed by the execution between E Ink and SES-imagotag of a subscription agreement in relation to the subscription by Yuen-Yu Investment Co. Ltd, a wholly-owned subsidiary of E Ink, to a reserved capital increase of SES-imagotag for an aggregate amount of circa 26 million, at a price per share of 30, representing 866,666 new shares of the company and circa 6% of its share capital and voting rights. The completion of this capital increase remains subject to the approval by the general meeting of SES-imagotag, and is expected to be completed shortly after such approval. As part of this strategic partnership and equity investment, E ink will appoint an observer (censeur) to the Board of directors of SES-imagotag and will commit to a two-year lock-up and standstill undertaking regarding its investment in SES-imagotag save for customary exceptions. This transaction underlines E Ink as a strategic partner of SES-imagotag for the supply of electronic ink technology for smart retail use, and mutually, SES-imagotag as one of the major suppliers of smart tags in the smart retail sector. Forward-looking statements Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the environment in which the Group operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. This partnership moves E Ink s relationship with SES-imagotag to the next level, commented Thierry Gadou, the Group Chairman and CEO of SES-imagotag. 3

4 Board members NAME Mr. Thierry GADOU age 51 FRENCH MR. xiangjun yao age 40 chinese Role and length of term Chairman and CEO Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31, 2019 (to be held in 2020). Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31, 2019 (to be held in 2020). History / Notes Appointment of Thierry Gadou as CEO by the Board of Directors to replace Yves Martin for an indeterminate period (Meeting of January 13, 2012). Appointment of Thierry Gadou as Chairman of the Board of Directors by the Board of Directors (Meeting of January 18, 2012) to replace Yves Martin. Appointment of Thirry Gadou by co-optation as Director by the Board of Directors (Meeting of January 18, 2012) to replace Yves Martin; ratification by the Combined Shareholders Meeting of March 1, 2012 (Resolution 1). Renewal of term as Director by the Ordinary Shareholders Meeting on May 21, 2014 (Resolution 9). Renewal of term as Director by the Ordinary Shareholders Meeting on June 23, 2017 (Resolution 12). Resignation of Mr. Jerôme Kinas from his post as Director on December 20, Appointment of Mr Xiangjun Yao by co-optation as Director by the Board of Directors (Meeting of December 21, 2017) to replace Mr. Jérôme Kinas. Ratification by the Combined Shareholders Meeting of February 6, Other roles and functions held by the officer during the financial year Director - BOE Smart Retail (Hong Kong) CO. Senior Vice-President and Co- Chief Operating Officer - BOE Technology Group Co, Ltd. Director - BOE Smart Retail (Hong Kong) CO. 4

5 NAME Role and length of term Director MS. Xiangshun YIN age 35 Chinese Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31, 2019 ( to be held in 2020). Independent Director Ms. Candace JOHNSON age 65 American Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31, 2019 (to be held in 2020). History / Notes Resignation of Pechel Industries Partenaires, represented by Mrs. Hélène Ploix from her post as Director on December 20,2017. Appointment of Mrs. Xiangshun Yin by co-optation as Director by the Board of Directors (Meeting of December 21, 2017) to replace Pechel Industries Partenaires, represented by Mrs. Hélène Ploix. Ratification by the Combined Shareholders Meeting of February 6, Resignation of Bernard Joliey from his post as Director on August 31, Appointment by co-optation in the capacity of Director by the Board of Directors (Meeting of August 31, 2012) to replace Bernard Joliey; Ratification by the Ordinary Shareholders Meeting called to decide on the accounts for the financial year ended December 31, Renewal of term as Director by the Ordinary Shareholders Meeting on May 21, 2014 (Resolution 13). Renewal of term as Director by the Ordinary Shareholders Meeting on June 23, 2017 (Resolution 16). Other roles and functions held by the officer during the financial year CFO Budget MGT department of Smart System Business Group BOE Technology Group Co, Ltd. Succès Europe SA Chairman and CEO. Croissance Europe SA Chairman. Dhimyotis SA Independent Director. 5

6 NAME Mr. Renaud VAILLANT age 39 French Mr. Feng BAI age 41 chinese Role and length of term Independent Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31, 2019 (to be held in 2020). Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31,2020 (to be held in 2021). History / Notes Appointment as interim Chairman of the Board of Directors by the Board of Directors (Meeting on January 13, 2012) to replace Yves Martin until the appointment of Thierry Gadou by the Board of Directors on January 18, Appointment by co-optation as Director by the Board of Directors (Meeting on June 29, 2012) to replace Xavier Jaspar; ratification by the Combined Shareholders Meeting on September 14, 2007 (Resolution 4). Renewal of the term as Director by the Ordinary Shareholders Meeting on June 11, 2008 (Resolution 10). Renewal of the term as Director by the Ordinary Shareholders Meeting on June 22, 2010 (Resolution 15). Renewal of the term as Director by the Ordinary Shareholders Meeting on June 28, 2011 (Resolution 15). Renewal of the term as Director by the Ordinary Shareholders Meeting on May 21, 2014 (Resolution 12). Renewal of term as Director by the Ordinary Shareholders Meeting on June 23, 2017 (Resolution 15). Appointed as Director by the last Ordinary Shareholders Meeting on February 6, Other roles and functions held by the officer during the financial year SARL DB Consulting manager. Co-CEO Smart Retail SBU - BOE Technology Group Co, Ltd. Vice-President BOE Technology Co, Ltd. Director - BOE Smart Retail (Hong Kong) CO. 6

7 NAME Mr. Xingqun JIANG age 40 chinese Ms. Fangqi YE age 48 chinese Ms. Hélène PLOIX age 73 French Role and length of term Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31,2020 (to be held in 2021). Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31,2020 (to be held in 2021). Independant Director Until the Ordinary Shareholders Meeting is held to approve the financial year ending December 31,2020 (to be held in 2021). History / Notes Appointed as Director by the last Ordinary Shareholders Meeting on February 6, Appointed as Director by the last Ordinary Shareholders Meeting on February 6, Appointed as Director by the last Ordinary Shareholders Meeting on February 6, Pechel Industries Partenaires SAS. Chairman until December 19, Pechel Industries SAS Chairman. FSH Conseil SAS - Chairman. Other roles and functions held by the officer during the financial year CTO of SBG Vice-President BOE Technology Group Co, Ltd. Director - BOE Smart Retail (Hong Kong) CO. Deputy Chief Investment Officer - BOE Technology Group Co, Ltd. Vice-President BOE Technology Co, Ltd. Director - BOE Smart Retail (Hong Kong) CO. Sorepe Société civile - Manager. Genesis Emerging Markets Fund Limited (Guernsey) Listed company - Chairman. SOFINA (Belgium) - Listed company Director. Ferring SA (Switzerland) Director. Sogama Crédit associatif - Chairman. Lafarge Director until December 31, Hélène Ploix SARL - Manager. Hélène Marie Joseph SARL. 7

8 Mode of Participation A. Participate to the Meeting Any shareholder, irrespective of how many shares they control, may participate in the Meeting. Shareholders can participate in the Annual Meeting by: Attending in person; Voting by mail; Designating a proxy by having the Chairman, their spouse or partner with whom they have entered into a civil solidarity pact, another shareholder, or any (natural or legal) person represent their choice under the conditions described in Article L of the French Commercial Code or without designating a proxy. It should be made clear that for any shareholder that does not designate a proxy, the President of the Annual Meeting will enter a vote that favors the adoption of the draft resolutions presented or agreed upon by the Board of Directors and a vote that does not favor the adoption of any other draft resolutions on their behalf. In accordance with Article R of the French Commercial Code, it is hereby stated that any shareholder that has already voted by mail, sent a proxy, or requested admission to the Annual Meeting, possibly with a shareholding certificate, may not chose another mode of participation. In accordance with Article R of the French Commercial Code, shareholders may participate in the Annual Meeting if they justify: For registered shares: that an accounting registration has been made for the shares in question in the Company s registered custody account at midnight Paris time on the second working day before the Annual Meeting at the latest, i.e. at midnight (Paris time), June 20, 2018; For bearer shares: that an accounting registration has been made for the shares in question (in the name of the shareholder s intermediary under legal and regulatory conditions as the case may be) in the Company s bearer custody account, and that this registration is held by the authorized intermediary not later than the second business day preceding the Annual Meeting at midnight, June 20, 2018 (Paris time). Authorized intermediaries will submit a shareholding certificate, attached to the form for voting by mail, by proxy, or to the request for admission issued in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary. Only shareholders who have made a justification meeting these criteria by midnight Paris time, two business days prior to the Annual Meeting, i.e. before midnight (Paris time), Wednesday, June 20, 2018, by fulfilling the conditions listed above will be able to participate in the Annual Meeting. The shareholder may at any moment sell all or some of their shares: If the sale is completed before midnight (Paris time) on June 20, 2018, any vote by mail, by proxy, and any admission ticket, irregardless if it is accompanied by a shareholding certificate will be invalidated or modified as a result, depending on the case. To this end, an authorized intermediary account holder must notify the Company of the sale and submit the necessary information relevant to it; If the sale or any other operation is completed or carried out after midnight (Paris time) on June 20, 2018, irrespective of the means used to do so, the authorized intermediary does not need to notify Company, which does not need to take it into account. Participating in the Annual Meeting in person: Shareholders who wish to attend this Meeting in person may request an admission ticket using the following procedures: For registered shareholders: attend in person on the day of the Annual Meeting directly at the ticket office specially provided for this purpose with an identification document or request an admission ticket to BNP PARIBAS Securities Services - CTS Assemblées Générales - Les Grands Moulins de Pantin - 9, rue du Débarcadère Pantin Cedex; For holders of bearer shares: ask the authorized intermediary who will manage your shares to request an admission ticket. Vote by mail or by proxy: Shareholders who will not be attending the Annual Meeting in person who wish to vote by mail or to be represented by giving their vote to the Annual Meeting President, another shareholder, to their spouse or civil union partner, or to any other natural or legal person in line with the legal and regulatory conditions, namely those described in Article L I of the French Commercial Code, may: Return the single voting form by mail or by proxy, which will be attached to the convening notice, sent to the 8

9 following address: BNP PARIBAS Securities Services - CTS Assemblées Générales - Les Grands Moulins de Pantin - 9, rue du Débarcadère Pantin Cedex; For holders of bearer shares: request this form from the intermediary who manages your share account starting on the Annual Meeting convocation date. The single postal voting form or proxy form must be accompanied by a certificate of participation issued by the financial intermediary and forwarded to the following address: BNP PARIBAS Securities Services - CTS Assemblées Générales - Les Grands Moulins de Pantin - 9, rue du Débarcadère Pantin Cedex. To be taken into account, the form for voting by mail must be received by BNP PARIBAS Securities Services or the General Meeting by June 20, The form for voting by mail at this Meeting is also valid for any successive Meetings that may be convened with the same agenda. For this Meeting, no accommodations have been made for voting by teleconference or other means of telecommunications. As a result, no site such as those described in article R of the French Commercial Code will be made available for this purpose. In all cases, any shareholder who wishes to attend the Annual Meeting in person and who has not received their admission ticket by midnight, Paris time, two business days prior to the Annual Meeting, i.e. before midnight (Paris time) June 20, 2018, must request a shareholding certificate from their authorized intermediary. paris.bp2s.france.cts.mandats@bnpparibas.com by specifying the name of the Company concerned, the date of the Annual Meeting, their last and first names, address, and complete banking information as well as the last name, first name and address of the appointed or revoked proxy; then, by asking their authorized intermediary who manages their securities account to send a written confirmation to BNP PARIBAS Securities Services - CTS - Assemblées Générales - Les Grands Moulins de Pantin - 9, rue du Débarcadère Pantin Cedex. In order to validate register or withdrawals of proxies made electronically, confirmations must be received no later than the day before the Annual Meeting at 3:00 PM (Paris time). The appointments or withdrawal of proxies made in paper format must be received no later than three calendar days before the date of the Annual Meeting. Furthermore, only notifications of the appointment or withdrawal of proxies may be sent to the address above, all other requests or notifications relating to other subjects sent to this address will not be taken into account and/or handled. Any proxy appointed for this meeting is also valid for any successive Annual Meetings that may be convened with the same agenda. In compliance with the provisions of Article R of the French Commercial Code, notification of the appointment or withdrawal of a proxy may also be made using electronic communications according to the following procedures: For directly registered shareholders: by sending an with an electronic signature obtained from an authorized third party to the following address paris. bp2s.france.cts.mandats@bnpparibas.com by specifying the name of the Company concerned, the date of the Annual Meeting, last and first names, address, and their BNP PARIBAS identification information as well as the last name, first name and address of the appointed or revoked proxy; For administered registered shareholders or to the bearer: by sending an with an electronic signature obtained from an authorized third party to the following address: 9

10 B. Request for Agenda modifications (new items or new resolutions drafts) One or several shareholders complying with the proper legal requirements, may request new items to be inserted to the Agenda as well as new resolutions drafts, as stated in articles L , L et R to R of the Code of commerce. Those requests, duly documented, should be sent to the Company SES-imagotag, 55, place Nelson Mandela, Nanterre, through a registered letter with recorded delivery or per to the following address: investors@ses-imagotag.com, before May, 28 th 2018 (article R , II of the Code of commerce). The request has to be documented with: a shareholding certificate that proves the actual share of the capital ownership from the initiators of the request as stated in article R of the Code of commerce. The submission of such request during the Shareholders meeting is also depending on a new shareholding certificate dated two working days before the actual shareholders meeting date meaning Wednesday June 20th 2018, midnight, Paris time (article R of the Code of commerce). The list of the extra items or resolutions drafts, requested by the shareholders complying with the conditions described above, will be made available on the Company s website as soon as received : items to be inserted to the Agenda and describing the reasons for such a request; or a draft of the submitted resolution project, paired with an explanatory memorandum, and, if necessary, information as described in paragraph 5 of article R of Code of commerce; and C. Documents made available to shareholders In accordance with Article R of the French Commercial Code, any shareholder who wishes to submit written questions may do so by registered mail with receipt confirmation, up until four working days before the Annual Meeting, i.e. before midnight (Paris time) June 18, Such questions should be sent to the Store Electronic Systems Company, 55 Place Nelson Mandela, Nanterre, or electronically to investors@ses-imagotag. com. In order to be taken into account, these questions must be accompanied by a certificate of registration, either in the Company s registered shares account or in the bearer share account of an authorized intermediary. In accordance with current legislation, a single response may be given to multiple questions when these questions have the same content or cover the same topic. A written question will be considered answered when the answer is published on the Company s website on a page dedicated to questions and answers. D. Documents made available to shareholders Any documents that must be made available to shareholders as part of the Annual Meeting will be made available to shareholders at the Company s head office after the publication of the convening notice or fifteen days before the Annual Meeting at the very latest, depending on the document in question. All of the documents and information relevant to the Annual Meeting as set forth in Article R of the French Commercial Code may also be consulted, by June 4, 2018 at the latest, on the Company s website at the following address: 10

11 Agenda 1. Approval of the financial statements for the year ending December 31, 2017; 2. Approval of the consolidated financial statements for the year ending December 31, 2017; 3. Allocation of Directors fees; 4. Net income appropriation for 2017; 5. Approval of the agreements referred to in sections L et seq. of the French Commercial Code; 6. Ratification of two agreements referred to in sections L et seq. of the French Commercial Code not already authorized by the Board of Directors; 7. Ratification of two agreements referred to in sections L et seq. of the French Commercial Code; 8. Implementation of a share buyback program; 9. Approval of the remuneration items due or allocated for the year ending December 31, 2017 to Mr Thierry GADOU, Chief Executive Officer, pursuant to section L of the Commercial Code; 10. Approval of the principles and criteria for the determination, breakdown and allocation of the fixed, variable and exceptional items comprising the total remuneration and benefits of all types attributable to Mr Thierry GADOU, Chief Executive Officer in relation to the 2018 fiscal year pursuant to section L of the Commercial Code; 11. Delegation of Authority to the Board of Directors to reduce the company capital in pursuance of the provisions of section L of the Commercial Code; 12. Delegation of authority to the board of directors to increase the share capital, without removal of the shareholders preferential subscription, by the issuance of shares and/or debt securities granting access to new shares; 13. Delegation of authority to the board of directors to increase the share capital by the issuance of shares in consideration for contributions in kind within the limit of 10 % of the share capital; 14. Delegation of authority to the board of directors to increase the share capital, with removal of the shareholders preferential subscription right, by the issuance of shares of the Company reserved for members of company saving plans; 15. Delegation of authority to the board of directors to increase the share capital, with removal of the shareholders preferential subscription right for the benefit of Yuen-Yu Investment Co. Ltd, a subsidiary of E Ink Holdings Inc., by the issuance of 866,666 shares in a total nominal amount of 1,733,332 euros; 16. Powers conferred. 11

12 Draft text of the resolutions proposed to the Combined Shareholders Meeting of june 22, 2018 The purview of the Ordinary General Meeting FIRST RESOLUTION Approval of the financial statements for the financial year ending December 31, 2017 The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, having reviewed the Board of Directors and Auditors reports on the financial year ended December 31, 2017, approved, as presented, the annual accounts prepared as at that date, in addition to the transactions recorded or summarized in these accounts and reports and which show a net income of 8,886 K. In accordance with the provisions of Article 223 quater of the French General Tax Code, the Shareholders Meeting noted that the Company had expenses or charges referred to in Articles 39-4 and 54 quater of said Code amounting to 142,386. SECOND RESOLUTION Approval of the consolidated financial statements for the financial year ending December 31, 2017 The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, having reviewed the Board of Directors and Auditors reports on the consolidated accounts, approved the consolidated accounts for the financial year ended December 31, 2017 as presented to it, in addition to the transactions recorded in these accounts and summarized in these reports. THIRD RESOLUTION Allocation of Directors fees The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, having reviewed the Board of Directors report, set the overall maximum annual amount of attendance fees to be allocated to the Directors for the current financial year at 50,000. FOURTH RESOLUTION Net Income appropriation for 2017 On the proposal of the Board of Directors, the Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, having reviewed the Board of Directors and Auditors reports on the financial year ended December 31, 2016, decided to allocate the income for the 2017 financial year, in the amount of - 8,886 K, as follows: Income for the financial year Income fully allocated to retained earnings Which, added to prior retained earnings, now stands at - 8,886 K - 8,886 K 36,160 K In accordance with the provisions of Article 243 of the French General Tax Code, the Shareholders Meeting also stipulated that no dividends were distributed for the 2013, 2014 and 2015 financial years. In 2012, the Company paid out 5,491, in dividends. FIFTH RESOLUTION Approval of agreements referred to in sections L et seq. of the French Commercial Code The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, and having reviewed the Auditors special report on the regulated agreements and commitments referred to in Article L of the French Commercial Code, and ruling on this report, approved, under the conditions set out in the last paragraph of Article L of the French Commercial Code, each of the agreements referred to therein. 12

13 SIXTH RESOLUTION Ratification of two agreements referred to in sections L et seq. of the French Commercial Code not already authorized by the Board of Directors The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, has reviewed the Auditors special report on the regulated agreements and commitments referred to in sections L of the French Commercial Code referring to a credit facility agreement as well as a services agreement, both signed on July 1st, 2017, with MARKETHUB TECHNOLOGIES Limited, a British subsidiary of the Company. Those two agreements have not been submitted to prior authorization by the Board of Directors and Shareholders are asked to ratify and approve the terms of said agreements to protect against their being voided. SEVENTH RESOLUTION Ratification of two agreements referred to in sections L et seq. of the French Commercial Code The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings, has reviewed the Auditors special report on the regulated agreements and commitments referred to in sections L of the French Commercial Code referring to guarantees granted by the Company to BOE Optical Science and Technology Co, Ltd and Chongquing BOE Smart Electronics System Co, Ltd (after substitution) and ruling on this report decide to ratify and approve the terms of said agreements to protect against their being voided. EIGHTH RESOLUTION Implementation of a share buyback program The Shareholders Meeting, ruling under the quorum and majority conditions required for ordinary shareholders meetings and in accordance with applicable statutory and regulatory provisions and, in particular, those of Regulation No. 596/2014 of the European Parliament and of the Council of April 16, 2014, of Articles L et seq. of the French Commercial Code, having reviewed the Board of Directors report, authorized the Board of Directors, with the option to sub-delegate under the conditions set out by law, to trade in the Company s shares on the stock exchange or otherwise in accordance with the terms and conditions set out below. The Board of Directors is authorized pursuant to this authorization to acquire, on one or more occasions and by any means, a number of shares representing up to 10% of the number of shares comprising the Company s share capital at any time, or up to 5% if they are retained or subsequently remitted by way of payment or exchange within the context of a merger, demerger, contribution or a free allocation of shares. In accordance with the provisions of Article L paragraph 2, when the shares are bought in order to favor liquidity, under the conditions set out by the General Regulation of the French Financial Markets Authority, ( AMF ), the number of shares taken into consideration to calculate the 10% limit corresponds to the number of shares purchased, after deduction of the number of shares resold during the term of the authorization. The transactions carried out by the Board of Directors pursuant to this authorization may be carried out for any purposes that are permitted or may come to be authorized by the laws and regulations in force, and in particular with a view to meeting the following objectives: Stimulating the secondary market or share liquidity through an investment services provider, acting independently, as part of a liquidity contract compliant with the code of ethics recognized by the AMF; Distributing all or some of the acquired shares to employees and/or the Company s corporate officers, under the terms and conditions provided for by law, especially in terms of participation in the Company s expansion, distributing stock options or subscription options, freely distributing shares, or selling shares for their own profit, or under the conditions provided for by Article L et seq. of the French Labor Code; Remitting shares while exercising the rights attached to securities with conversion, exercise, refund, or exchange rights, or any other Company share allocation mechanism within the bounds of stock market regulations; Canceling purchased shares through capital reduction under the conditions provided for by the French Commercial Code, as long as Resolution 11 is approved; Keeping all or some of the acquired shares for later use in exchange or as payment as part of a future external growth operation or any other operation that may be authorized by current regulations. The Shareholders Meeting decided that the Company may use this resolution and pursue its share buyback program if Company shares are offered publicly in accordance with the provisions of Article of the AMF General Regulation (or any other legal, regulatory, or other provisions that apply or may apply in the future). The acquisition, disposal, transfer, or exchange of these shares may be undertaken and paid for by any means, particularly as part of a liquidity contract entered into by the Company with an investment service provider, subject to the regulations in force, including over the counter and 13

14 by block of shares, through the use of derivatives and the establishment of option-based strategies (purchase and sale of call and put options and all combinations thereof in accordance with the applicable regulations), and at such times as the Board of Directors deems fit. The Meeting set the following limits for the use of this authorization by the Board of Directors: The maximum purchase price per share is set at 150% of the last market price of the Company s shares on the day when the Board of Directors uses its authorization. The maximum amount that the Company may allocate to the buyback of its own shares may not exceed 10,000,000. The number of shares and the prices indicated above shall be adjusted in the event of a change in the nominal value of the share, increase in share capital by incorporation of reserves, profits or premiums, allocation of free shares, division or consolidation of shares, capital redemption or reduction, distribution of reserves or other assets and any other transactions affecting shareholders equity, so as to take account of the impact of such transactions on the value of the share. This authorization is given for a maximum of eighteen months starting on the date of this Meeting. For the purposes of implementing this resolution, the Board of Directors is granted full powers, with the option to sub- delegate under the conditions set out by law, in order, in particular, to: The Shareholders Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings, pursuant to section L of the Commercial Code and having reviewed the Board of Directors prepared pursuant to Article L of the Commercial Code, approves the remuneration items due or allocated for the year ending December 31, 2017 to Mr Thierry GADOU, Chief Executive Officer, as presented in this report. TENTH RESOLUTION Approval of the principles and criteria for the determination, breakdown and allocation of the fixed, variable and exceptional items comprising the total remuneration and benefits of all types attributable to Mr Thierry GADOU, Chief Executive Officer in relation to the 2018 fiscal year pursuant to section L of the Commercial Code The Shareholders Meeting, deliberating in accordance with the quorum and majority requirements for Ordinary General Meetings and having reviewed the Board of Directors report prepared pursuant to Article L of the Commercial Code, approves the principles and criteria for the determination, breakdown and allocation of the fixed, variable and exceptional items comprising the total remuneration and benefits of all types attributable to Mr Thierry GADOU, Chief Executive Officer in relation to the 2018 fiscal year, by virtue of his mandate, as presented in this report. Decide how to implement this authorization; Place stock market orders; Enter into a liquidity contract with an investment services provider in line with the code of ethics recognized by the AMF; Make any declarations and carry out any formalities with respect to the AMF that may relate to the buyback program described above; Fulfill any other formalities or enter into any other agreements to this end and, more generally, do whatever is necessary to implement the buyback program described above. This authorization replaces that given by the Combined Shareholders Meeting of June 23, 2017, which becomes null and void for the remainder of its duration. NINTH RESOLUTION Approval of the remuneration items due or allocated for the year ending December 31, 2017 to Mr Thierry GADOU, Chief Executive Officer, pursuant to section L of the Commercial Code 14

15 The purview of the Extraordinary General Meeting ELEVENTH RESOLUTION Authorization to be given to the Board of Directors to reduce the company capital in pursuance of the provisions of section L of the Commercial Code The Shareholders Meeting, ruling under the quorum and majority conditions required for extraordinary shareholders meetings and in accordance with the provisions of Article L of the French Commercial Code, having reviewed the Board of Directors report and the Auditors special report, decided to authorize the Board of Directors, with the option to sub-delegate under the conditions set out by law, to reduce the share capital, on one or more occasions and at such times as it deems fit, by canceling shares that the Company might purchase within the context of implementing a share buyback program decided on by the Company. As required by law, the capital reduction may be carried out on no more than 10% of the share capital during each twenty-four month-period. The Shareholders Meeting granted the most extensive powers to the Board of Directors, with the option to sub-delegate under the conditions set out by law, to determine the terms and conditions of share cancellations, to apply the difference between the book vale of the canceled shares and their nominal value against any reserve or premium accounts, to make the amendments to the articles of incorporation arising from this authorization and to complete all necessary formalities. This authorization is given for a maximum of eighteen months starting on the date of this Meeting. This authorization replaces that given by the Combined Shareholders Meeting of June 23, 2017, which becomes null and void for the remainder of its duration. TWELFTH RESOLUTION Delegation of authority to the board of directors to increase the share capital, without removal of the shareholders preferential subscription, by the issuance of shares and/or debt securities granting access to new shares The general meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, after having reviewed (i) the board of directors report and (ii) the statutory auditors special report, and in accordance with the provisions of the French Commercial Code and in particular with its Articles L et seq., L , L and L : 1. Delegates to the board of directors, with the right to sub-delegate under conditions set by law and regulations, its authority to proceed, in one or more installments, in the proportion and at the time it will deem fit, either in France and/or abroad, in euros, without removal of the shareholders preferential subscription, to the issuance of shares of the Company and/or debt securities granting access to new shares, subscription of which may be either carried out in cash, or by set-off with certain, due and payable receivables, or, entirely or partially, through the incorporation of reserves, profits or premiums; 2. Decides that the total nominal amount of the share capital increases which may be carried out immediately and/ or in the future pursuant to this delegation shall not exceed a maximum amount of thirteen million euros ( 13,000,000), it being specified that the nominal amount of the share capital increases carried out under this resolution as well as the 13th and 14th resolutions submitted to this general meeting shall be deducted from this ceiling. This ceiling shall be increased, as the case may be, by the nominal value of shares to be issued, in accordance with legal and regulatory provisions and, as the case may be, any applicable contractual provisions, to preserve the rights of holders of securities or any other rights granting access to the Company s share capital; 3. Decides that the overall nominal maximum amount of the issuances of debt securities giving access to new shares which may be carried out on the basis of this delegation shall not exceed one hundred million euros ( 100,000,000); 4. Acknowledges that under this delegation, the shareholders shall waive their preferential subscription right to the new Company s shares upon which debt securities that may be issued pursuant to this delegation will give right immediately or in the future; 5. Decides that the shareholders shall be entitled to exercise, under conditions set by law, their preferential subscription right on a non-reducible basis to subscribe for new shares and/or debt securities granting access to new shares which issuance shall be decided by the board of directors pursuant to this delegation of authority. The board of directors shall have the right to grant to shareholders the right to subscribe on a reducible basis to a number of new shares or debt securities which may be above the entitlement given by their preferential subscription right, in proportion to the subscription rights they hold and within the limits of their requests. If subscriptions made on a non-reducible basis and, as the case may be, reducible basis, do not absorb all new issued shares and/or debt securities, the board of directors shall have the right, in the order it will determine, either to limit, according to law, the issuance to the amount 15

16 of subscriptions received, provided that it reaches at least three-fourths of the issuance decided upon, or to freely allocate all or part of the unsubscribed securities among any persons at its discretion, or to offer them in the same way to the public, the board of directors may use all of the aforementioned rights or only some of them; 6. Specifies, in addition, that the board of directors, with right to sub-delegate under conditions set by law and regulations, may in particular: i. Decide and set the characteristics of the shares and debt securities issuances and, in particular, their issuance price (with or without premium), the terms of their subscription and their entitlement date; ii. More generally, set the characteristics of all debt securities and, in particular, the conditions and terms for the allotment of shares, the duration of loans that may be issued in form of bonds, subordinated or non-subordinated, the issuance currency, the terms for repayment of principal, with or without premium, the amortization conditions and terms and, as the case may be, exchange or early redemption conditions and terms, the interest rates, either fixed or variable, and the payment date; the compensation may include a variable part based on the Company s activity and results and a deferred payment in the absence of distributable profits; iii. Decide to use the shares acquired under a shares repurchase program authorized by the shareholders to allocate them as a result of the issuance of debt securities issued pursuant to this delegation; iv. Take all measures to preserve the right of holders of securities issued or any other rights granting access to the Company s share capital required under legal and regulatory provisions and applicable contractual provisions; v. Suspend if appropriate the exercise of the rights attached to these securities for a fixed period determined in accordance with legal and regulatory provisions and applicable contractual provisions; vi. Acknowledge the completion of all share capital increases and debt securities issuances, amend the by-laws accordingly, charge the costs of the share capital increase on the premium amount arising thereon and, if it deems fit, deduct from the share capital increases amount the necessary sums to increase the legal reserve to one tenth of the new share capital; vii.take all measures and carry out all required formalities for the admission to trading on a regulated market of the securities created thereon. 7. Decides that the board of directors may not, without the prior authorization of the general meeting, make use of this delegation of authority as from the filing by a third party of a public tender offer on the Company s securities, and so, until the closing of the offering period; 8. Decides that this delegation is granted for a period of twenty-six (26) months as from the date of this general meeting. THIRTEENTH RESOLUTION Delegation of authority to the board of directors to increase the share capital by the issuance of shares in consideration for contributions in kind within the limit of 10 % of the share capital The general meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, after having reviewed (i) the board of directors report and (ii) the statutory auditors special report, and in accordance with the provisions of the French Commercial Code and in particular its Articles L et seq., L and L : 1. Delegates to the board of directors, with right to sub-delegate under conditions set by law and regulations, the authority to decide to proceed, on the basis of the contribution auditor s report, in one or more installments, in the proportion and at the time it will deem fit, either in France and/or abroad, in euros, by the issuance of Company s shares, in consideration for contributions in kind granted to the Company and consisting of equity securities or securities granting access to the share capital, whenever the provisions of Article L of the French Commercial Code do not apply; 2. Decides that the total nominal amount of the share capital increases which may be carried out under this delegation shall not exceed a maximum amount of two million six hundred thousand euros ( 2,600,000), it being specified that the nominal amount of any share capital increase carried out under this resolution will be charged on the overall nominal ceiling for share capital increases set in paragraph 2 of the 12th resolution submitted to this general meeting. This ceiling shall be increased, as the case may be, by the nominal value of shares to be issued, in accordance with legal and regulatory provisions and, as the case may be, any applicable contractual provisions, to preserve the right of holders of securities or any other rights granting access to the Company s share capital; 3. Decides to cancel the shareholders preferential subscription right to shares to be issued pursuant to this delegation, for the benefit of holders of equity securities or securities that are the subject matter of such contributions in kind; 16

17 4. Specifies, in addition, that the board of directors, with the right to sub-delegate under conditions set by law and regulations, may in particular: i. Determine, on the basis of the contribution auditor s report, the valuation of the contributions and the potential granting of particular benefits; ii. Set the characteristics of shares issuances and, in particular, their issuance price (with or without premium), the terms of their subscription and their entitlement date; iii. On its own initiative, deduct the costs of the share capital increase from the premium amount arising from these contributions and deduct from this amount the necessary sums to increase the statutory reserve to one tenth of the new share capital after each share capital increase; iv. Take all measures to preserve the right of holders of securities issued or any other rights granting access to the Company s share capital required under legal and regulatory provisions and applicable contractual provisions; v. Acknowledge the completion of any share capital increase, amend the by-laws accordingly, charge the issuance costs on the premium if it deems fit and also increase the legal reserve to one tenth of the new share capital as well as carry out all formalities and all declarations before any organization and do all that is necessary for the completion of these contributions; vi. Take all measures and carry out all required formalities for the admission to trading on a regulated market of the securities created thereunder. 5. Decides that the board of directors may not, without the prior authorization of the general meeting, make use of this delegation of authority as from the filing by a third party of a public tender offer on the Company s securities, and so, until the closing of the offering period; 6. Decides that this delegation is granted for a period of twenty-six (26) months as from the date of this general meeting. FOURTEENTH RESOLUTION Delegation of authority to the board of directors to increase the share capital, with removal of the shareholders preferential subscription right, by the issuance of shares of the Company reserved for members of company saving plans The general meeting, voting in accordance with the quorum and majority requirements for extraordinary general meetings, after having reviewed (i) the board of directors report and (ii) the statutory auditors special report, and in accordance with the provisions of Articles L , L , L and L of the French Commercial Code and with those of Articles L et seq. of the French Labour Code: 1. Delegates to the board of directors, with the right to sub-delegate under the conditions set by law and regulations, its authority, to proceed in one or more instalments, on its sole decisions, in the proportion and at the time it will deem fit, either in France or abroad, to the issuance of new shares, the issuance being reserved for employees, former employees and eligible corporate officers, of the Company and/or companies related to the Company within the meaning of the provisions of Article L of the French Commercial Code and Article L of the French Labour Code being member of a company savings plan; 2. Cancels, in favour of so-called members, the shareholders preferential subscription right to the shares that may be issued pursuant to this delegation and waive any and all rights to free shares that may be allocated pursuant to this resolution; 3. Decides that the nominal amount of the share capital increase that may be carried out, pursuant to this delegation of authority shall not exceed seven hundred fifty thousand euros ( 750,000), it being specified (i) that the nominal amount of any share capital increase that may be carried out under this resolution submitted to this general meeting will be deducted from this maximum, and (ii) that the nominal amount of any share capital increase completed under this delegation will be charged on the overall nominal ceiling for share capital increases set in paragraph 2 of the 12th resolution submitted to this general meeting. This ceiling shall be increased, as the case may be, by the nominal value of shares to be issued, in accordance with legal and regulatory provisions and, as the case may be, any applicable contractual provisions, to preserve the right of holders of securities or any other rights granting access to the Company s share capital; 4. Decides that the price of the securities issued pursuant to this delegation shall be determined under the conditions set out in the provisions of Article L of the French Labour Code, it being specified that the maximum discount of the average opening prices of SES-Imagotag s share quoted during the twenty (20) trading days preceding the decision setting the opening date for the subscriptions shall thus not exceed 20%. Nevertheless, in implementing this delegation, the board of directors may reduce the discount on a case by case basis, in particular due to tax, social or accounting constraints applicable in certain countries in which the group companies participating in the share capital transactions are located. The board of directors may also decide to freely allocate shares to subscribers of new shares, as a substitute of the discount and/or in 17