13 December 2022
General Meetings
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Report on Claranova’s Ordinary and Extraordinary General Meeting of November 30, 2022

The Ordinary and Extraordinary General Meeting of Claranova’s shareholders was held, pursuant to the first notice, on Wednesday, November 30, 2022 at 3:00 pm, at the Tour Egée Business Center, 9 – 11 Allée de l’Arche, 92400 Courbevoie, under the chairmanship of Mr. Pierre Cesarini, the company’s Chairman-CEO.

The number of shares held by the 1,261 shareholders who attended the Combined General Meeting was 13,783,557, representing a participation rate of 33.25% and 36.40% of the existing voting rights. The Company specifies that, pursuant to Article 10 of the Company’s bylaws (and Articles L.223-7 and L.233-14 of the French Commercial Code and 223-11 et seq. of the General Regulations of the French Financial Markets Authority (Autorité des Marchés Financiers – AMF), a portion of the shares held by Mr. Pierre Cesarini and the Canadian consortium Daniel Assouline/Michael Dadoun are subject to a temporary deprivation of voting rights as a result of individual and concerted declarations of crossing thresholds made outside the time limit.

During the General meeting, resolutions n°1,2,3,5,6,10,14,17,18,19, 20, 21 and 33 were approved by the shareholders and resolutions n°4,7,8,11,12,13,15,16 as well as resolutions n°22 to 30 and 32 were rejected, resolutions 9, 27 and 31 became not applicable due to rejected resolutions and consequently cancelled.

Upon proposal of the Adanova association, a new resolution not included on the agenda was proposed to the shareholders during the General Meeting for the “Dismissal of all the members of the Board of Directors” and was rejected by more than 73% of the shareholders.

The Company has taken note of this hostile takeover attempt by Adanova and Mr. Michael Dadoun and Mr. Daniel Assouline, Canadian shareholders whose companies Adaware, Upclick and Lulu software, were acquired by Claranova,  in exchange for a total amount of 98.3 M€ in cash and Claranova shares which represents currently 8.91% of the capital.

Mr. Roger Bloxberg, Mr. Todd Helfstein, Mr. Eric Gareau and Mr. Kevin Bromber, managers of the PlanetArt, Avanquest and myDevices divisions, unanimously reaffirm their full confidence in the Claranova management who is studying the best solutions to stabilize the company’s shareholder base in order to continue the company’s growth.

Press release