CGG SA

05/15/2024 | Press release | Distributed by Public on 05/15/2024 12:05

Combined General Meeting and Board of Directors Meeting of May 15, 2024

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Combined General Meeting and Board of Directors Meeting of May 15, 2024

Paris, France | May 15, 2024

The Combined General Meeting of Viridien (formerly CGG), presided by Mr. Philippe SALLE, Chairman of the Board of Directors, was held today in Paris. The voting results and audio replay of the event will be available on the Company's website at the following address:
https://www.cgg.com/investors/shareholder-services/general-meetings.

The General Meeting adopted all resolutions that were submitted to it and notably approved the following:

  • the statutory financial statements and consolidated financial statements for the financial year 2023;
  • the Appointment of Ernst & Young et Autres as statutory auditors in charge of the assurance of sustainability information;
  • the Say on Pay resolutions on the remuneration of corporate officers;
  • the financial delegations and authorizations to the Board of Directors including the reverse share split of the Company's shares by allocation of 1 new ordinary share with a nominal value of €1 for 100 ordinary shares held with a nominal value of €0.011 ; and
  • the change of the Company's corporate name to Viridien.

In addition, the General Meeting renewed Mrs. Helen Lee BOUYGUES' term and appointed Mr. Olivier JOUVE in replacement of Mrs. Heidi PETERSEN as directors for a period of four years.

Following the General Meeting, the Board of Directors therefore comprises 9 directors, of whom 87.5% are independent and 50% are women.

The Board of Directors is composed of the following members:

  • Philippe SALLE*, Chairman
  • Sophie ZURQUIYAH
  • Patrick CHOUPIN (director representing the employees)
  • Michael DALY*
  • Olivier JOUVE*
  • Anne-France LACLIDE-DROUIN*
  • Helen LEE BOUYGUES*
  • Colette LEWINER*
  • Mario RUSCEV*

The Board of Directors, at its meeting following the General Meeting, updated its Internal Rules and Regulations to include regulatory changes and adjust its committees' missions. In particular, the Board set up the New Businesses and M&A Committee to support the Company's development for new opportunities. This new committee replaces the Investment Committee, whose scope was split between the Audit and Risk Management Committee and the New Businesses and M&A Committee. In addition, the HSE/ Sustainable Development Committee was renamed the Sustainability Committee.

The Board also modified the composition of its committees as follows:

Audit and Risk Management Committee (3 independent directors)

  • Anne-France LACLIDE-DROUIN*, Chairwoman
  • Helen LEE BOUYGUES*
  • Colette LEWINER*

Appointment, Remuneration and Governance Committee (4 directors, of whom 3 are independent)

  • Colette LEWINER*, Chairwoman
  • Patrick CHOUPIN
  • Olivier JOUVE*
  • Mario RUSCEV*

New Businesses and M&A Committee (4 independent directors)

  • Helen LEE BOUYGUES*, Chairwoman
  • Michael DALY*
  • Olivier JOUVE*
  • Mario RUSCEV*

Sustainability Committee (4 directors, of whom 3 are independent)

  • Michael DALY*, Chairman
  • Patrick CHOUPIN
  • Anne-France LACLIDE-DROUIN*
  • Mario RUSCEV*

* Independent director

1 The Board of Directors, which was held following the General Meeting, subdelegated all powers to the CEO to carry out the share reverse split operation and to set the practical modalities, including the timetable. A new press release will be issued at the time of the operation launch in order to notify the shareholders of all useful information on the implementation of the share reverse split.