Combined General Meeting of May 14, 2020
Cancellation of 2019 dividend due to exceptional circumstances
Cancellation of free share programs, for senior executives and managers
25% cut in the fixed compensation of the Chief Executive Officer and the Chairman of the Board of Directors for April and May 2020
Paris, April 6, 2020 – In light of the global health crisis linked to the continued spread of the Covid‑19 global pandemic and its social and economic consequences, Mersen’s Board of Directors met on Monday, April 6, 2020 and took the following decisions:
General Meeting of Shareholders maintained on May 14, 2020, to be held behind closed doors
Mersen’s General Meeting of Shareholders will be held on the scheduled date of May 14, 2020. In accordance with the measures taken by the French government to try to curb the spread of the virus, the Group has decided to hold the General Meeting without the physical presence of shareholders. Accordingly, shareholders are invited to exercise their rights and prioritize voting in advance via the secure Votaccess platform before 3 p.m. (CET) on May 13, 2020. They will also be able to use the voting form that will be available on the company website. Forms sent by post must be received before May 11, 2020.
Shareholders are also able to submit written questions. These can be sent by email before 3 p.m. (CET) on May 13, 2020 to: email@example.com. Written questions must be accompanied by a registration certificate and will be addressed during the General Meeting.
The General Meeting will be broadcast live by audio from 10 a.m. (CET) on May 14, 2020, via the Group’s website at www.mersen.com/fr, where it will continue to be freely accessible for shareholders.
Cancellation of the 2019 dividend and certain resolutions initially proposed
Mersen’s financial position remains strong, with access to financing from longstanding banking partners. At March 31, 2020 the Group had a total of €142 million in undrawn credit lines and more than €100 million in cash (including €40 million covering the maturities on the Negotiable EUropean Commercial Paper – NEUCP – program).
However, given the evolving global economic and health situation, the Board of Directors has decided to no longer pay a dividend for 2019, in order to maintain greater financial flexibility for the future and contribute to the solidarity measures needed at this time. When its full-year 2019 results were presented, Mersen had announced its intention to propose that shareholders approve the payment of a one euro per share dividend, representing a payment of approximately €20 million.
This new measure is accompanied by the decision to forego proposing that the Meeting authorize the allocation of free shares, in particular to senior executives and managers. The Board of Directors has also decided not to authorize share capital increases reserved for employees, in order to avoid creating windfall situations given the current level of the share price.
Finally, the Group’s corporate officers (Chairman of the Board of Directors and Chief Executive Officer) have decided to reduce their fixed compensation by 25% for April and May 2020 in order to contribute to the collective effort required by the economic context. This amount will be donated to national solidarity efforts in aid of hospital services.
Future amendments to the resolutions published in the notice of meeting
The notice of meeting that will be published in the French legal gazette (Bulletin des Annonces Légales Obligatoires – BALO) on Wednesday, April 8, 2020 was finalized before these decisions by the Board of Directors. The amended resolutions will be published shortly on the Group’s website. The notice of meeting will be published on April 29, 2020 at the latest.
Shareholders will be able to access all detailed information concerning the General Meeting of shareholders on the Group website at www.mersen.com.
Luc Themelin, Chief Executive Officer of Mersen, said: “Our priority, in all the countries in which we operate, is the health and safety of our employees, who continue to work to ensure the continuity of operations. On management’s behalf, I would like to thank them for their daily commitment.
At this stage, we are not in a position to quantify the impact that this unprecedented situation has on the Group. However, strict control of our costs, working capital and industrial investments has been put in place. I am convinced that by taking these decisions to mitigate the effects of the current situation on our employees and clients, and by reducing expenditure to protect the Group’s financial position, we will ensure Mersen is in a strong position when this crisis is behind us.”
A global expert in electrical power and advanced materials, Mersen designs innovative solutions to address its clients’ specific needs to enable them to optimize their manufacturing performance in sectors such as energy, electronics, transportation, chemicals & pharmaceuticals and process industries.
Mersen is listed on Euronext Paris – Compartment B
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