ICADE (EPA:ICAD) - OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 24, 2019 AND CHANGES IN GOVERNANCE

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25/04/2019 07:15

PRESS RELEASE Issy-les-Moulineaux, April 25, 2019, 7:15 a.m. OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 24, 2019 AND CHANGES IN GOVERNANCE 1) OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 24, 2019 The Combined General Meeting of Icade's shareholders held on April 24, 2019 and chaired by Mr Andr� Martinez, approved all the resolutions recommended by the Board of Directors. The main decisions include: Dividend For the financial year 2018, the General Meeting resolved to pay a dividend of EUR4.60 per share in cash, up 7.0% compared to the previous year. In accordance with the decision made by the Board of Directors on March 13, 2019, a gross interim dividend(1) of EUR2.30 was paid on March 21, 2019, with shares having gone ex-dividend on March 19, 2019. For the balance payment, a gross final dividend of EUR2.30 will be paid on July 4, 2019 and shares will go ex-dividend on July 2, 2019. Composition of the Board of Directors The General Meeting appointed the following directors: * Mr Emmanuel CHABAS, Head of Real Estate Investments for Cr�dit Agricole Assurances; * Mr Wa�l RIZK, a senior civil servant, Deputy CFO of the Caisse des d�p�ts Group, to replace Ms C�line SENMARTIN, Director of Banque des Territoires for the Normandie region; * Mr Gonzague de PIREY, Chairman of the Lapeyre Group, to replace Mr Andr� MARTINEZ, as independent director. The General Meeting also reappointed Caisse des d�p�ts as director for a term of four years, i.e. until the General Meeting to be held in 2023 to approve the financial statements for the year ended. Statutory Auditor The General Meeting resolved to reappoint Mazars as principal statutory auditor for a term of six financial years, i.e. until the end of the Annual Ordinary General Meeting to be held in 2025 to approve the financial statements for the year ending December 31, 2024. (1) Starting in the financial year 2019, the payment of the dividend in two instalments will be proposed. Voting results Based on the information received from BNP PARIBAS SECURITIES SERVICES, the Company's account keeper, also in charge of organising the General Meeting Ordinary resolutions SHAREHOLDERS SHARES VOTES Shareholders present 89 1,443,303 1,443,303 Shareholders having appointed third parties as proxy 3 375 375 Shareholders having appointed the Chairman as proxy 369 73,325 73,325 Shareholders voting by post 600 62,780,250 62,780,250 Total 1,061 64,297,253 64,297,253 Total shares: 64,297,253 i.e. 87.01% of the 3,893,978 shares with voting rights Total votes: 64,297,253 i.e. 87.01% of the 73,893,978 existing voting rights Resolutions Type For Against Abst. Tot. Votes % for % against % abst. 01 Approval of the separate financial statements for the year ended December 31, 2018 ORD 64,296,147 492 614 64,297, 253 >99.99% <0.01% <0.01% 02 Approval of the consolidated financial statements for the year ended December 31, 2018 ORD 64,296,227 492 534 64,297,253 >99.99% <0.01% <0.01% 03 Appropriation of profits for the financial year, determination of the dividend amount, distribution from the "Share premiums, merger premiums and contribution premiums" account ORD 64,274,383 21,760 1,110 64,297,253 99.96% 0.03% <0.01% 04 Statutory Auditors' special report on related party agreements and commitments, and acknowledgement that there have been no new agreements for the financial year 2018 ORD 64,295,265 260 1,728 64,297,253 >99.99% <0.01% <0.01% 05 Reappointment of Mazars as principal statutory auditor ORD 64,001,934 293,730 1,589 64,297,253 99.54% 0.46% <0.01% 06 Non-reappointment and non-replacement of Mr Charles de Boisriou as alternate statutory auditor ORD 64,296,100 428 725 64,297,253 >99.99% <0.01% <0.01% 07 Reappointment of Caisse des D�p�ts et Consignations as director ORD 51,269,612 13,027,100 541 64,297,253 79.74% 20.26% <0.01% 08 Appointment of Mr Wa�l Rizk as director ORD 51,622,743 12,673,070 1,440 64,297,253 80.29% 19.71% <0.01% 09 Appointment of Mr Emmanuel Chabas as director ORD 53,993,171 10,303,207 875 64,297,253 83.97% 16.02% <0.01% 10 Appointment of Mr Gonzague de Pirey as director ORD 64,290,382 5,766 1,105 64,297,2599.99% 0.01% <0.01% 11 Amount of attendance fees allocated to members of the Board of Directors and its committees ORD 64,214,806 81,673 774 64,297,253 99.87% 0.13% <0.01% 12 Approval of the fixed, variable and exceptional components of total remuneration and the benefits of any kind paid or granted for the financial year ended to Mr Andr� Martinez, Chairman of the Board of Directors ORD 64,227,476 68,846 931 64,297,253 99.89% 0.11% <0.01% 13 Approval of the fixed, variable and exceptional components of total remuneration and the benefits of any kind paid or granted for the financial year ended to Mr Olivier Wigniolle, Chief Executive Officer ORD 63,922,824 373,827 602 64,297,253 99.42% 0.58% <0.01% 14 Approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of total remuneration and the benefits of any kind that may be granted to the Chairman of the Board of Directors ORD 63,070,523 1,209,385 17,345 64,297,253 98.09% 1.88% 0.03% 15 Approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of total remuneration and the benefits of any kind that may be granted to the Chief Executive Officer or any other corporate officer ORD 63,382,425 913,723 1,105 64,297,253 98.58% 1.42% <0.01% 16 Authorisation to be given to the Board of Directors to have the Company repurchase its own shares under Article L. 225-209 of the French Commercial Code ORD 64,250,295 46,363 595 64,297,253 99.93% 0.07% <0.01% 17 Authorisation to be given to the Board of Directors to cancel the shares repurchased by the Company under Article L. 225-209 of the French Commercial Code EXT 64,242,439 48,488 1,025 64,291,952 99.92% 0.08% <0.01% 18 Delegation of authority to be granted to the Board of Directors to increase the share capital by capitalisation of reserves, profits and/or share premiums EXT 64,082,681 208,217 1,054 64,291,952 99.67% 0.32% <0.01% 19 Powers to complete formalities EXT 64,291,153 254 545 64,291,952 >99.99% <0.01% <0.01% 2) CHANGES IN GOVERNANCE FOLLOWING THE BOARD OF DIRECTORS MEETING HELD ON APRIL 24, 2019 Following the General Meeting, Icade's Board of Directors made the following decisions at its meeting held on April 24, 2019: * The appointment of Mr Fr�d�ric THOMAS, CEO of Cr�dit Agricole Assurances and CEO of Predica, as Chairman of the Board of Directors, to replace Mr Andr� MARTINEZ, as his term of office expired at the end of the General Meeting held on April 24, 2019. * The reappointment of Mr Olivier WIGNIOLLE as CEO of Icade for four years, i.e. until the General Meeting to be held in 2023. Mr Olivier WIGNIOLLE will be responsible for implementing the 2019-2022 strategic plan unveiled in July 2018 and unanimously approved by the Board. * The appointment of Ms Florence PERONNAU as Vice-Chairwoman and Lead Independent Director. The responsibilities of Ms Florence PERONNAU, whose term of office as independent director will expire at the General Meeting to be held to approve the financial statements for 2019, will include standing in for the Chairman if unavailable, ensuring that the highest governance standards are met, and preventing and handling any conflicts of interest in coordination with the Chairman. In addition, the Board of Directors reviewed the composition of the different committees. In summary: Composition of the Board of Directors The number of members on the Board of Directors has increased from 14 to 15, including 5 independent directors and 40% of women. * Fr�d�ric Thomas, Chairman * Caisse des D�p�ts et Consignations, represented by Virginie Fernandes * Carole Abbey * Emmanuel Chabas * Gonzague de Pirey, independent director * Jean-Paul Faug�re * Marie-Christine Lambert, independent director * Olivier Mareuse * Jean-Marc Morin * Florence Peronnau, independent director * Guillaume Poitrinal, independent director * Sophie Quatrehomme * Georges Ralli, independent director * Wa�l Rizk * Nathalie Tessier Composition of the Committees The Audit and Risk Committee, the Appointments and Remuneration Committee, and the Strategy and Investment Committee will continue to be chaired by independent directors. Audit and Risk Committee * Georges Ralli, Committee Chairman, independent director * Marie-Christine Lambert * Olivier Mareuse Appointments and Remuneration Committee * Marie-Christine Lambert, Committee Chairwoman, independent director * Georges Ralli * Florence Peronnau * Virginie Fernandes, Permanent Representative of Caisse des d�p�ts * Emmanuel Chabas Strategy and Investment Committee * Florence Peronnau, Committee Chairwoman, independent director * Fr�d�ric Thomas * Jean-Paul Faug�re * Virginie Fernandes, Permanent Representative of Caisse des d�p�ts * Guillaume Poitrinal Innovation and CSR Committee * Nathalie Tessier, Committee Chairwoman * Gonzague de Pirey * Guillaume Poitrinal The proportion of independent directors on the Board of Directors (33%), the Board committees being chaired by independent directors and the composition of these committees comply with the requirements from the AFEP- MEDEF Code. Financial calendar April 25, 2019 (before the market opens): Q1 2019 revenue July 22, 2019: H1 2019 results October 17, 2019: Q3 2019 revenue ABOUT ICADE Building for every future As an investor and a developer, Icade is an integrated real estate player which designs innovative real estate products and services adapted to new urban lifestyles and habits. By placing corporate social responsibility and innovation at the core of its strategy, Icade is closely involved with stakeholders and users in the cities-local authorities and communities, companies and employees, institutions and associations...As an office and healthcare property investor (portfolio value of EUR11.3bn as of 12/31/18 on a proportionate consolidation basis) and as a property developer(2018 economic revenues of EUR1,251m), Icade has been able to reinvent the real estate business and foster the emergence of tomorrow's greener, smarter and more responsible cities. Icade is a significant player in the Greater Paris area and major French cities. Icade is listed on Euronext Paris as a French Listed Real Estate Investment Company (SIIC). Its leading shareholdeis the Caisse des d�p�ts Group. The text of this press release is available on the Icade website: www.icade.fr CONTACTS Anne-Sophie Lanaute Head of Financial Communication and Investor Relations +33(0)1 41 57 70 29 anne-sophie.lanaute@icade.fr Charlotte Pajaud-Blanchar Press relations manager +33(0)1 41 57 71 19 charlotte.pajaud-blanchard@icade.fr

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ICADE (EPA:ICAD) - OUTCOME OF THE COMBINED GENERAL MEETING HELD ON APRIL 24, 2019 AND CHANGES IN GOVERNANCE

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