Focus Entertainment: Ordinary and Extraordinary General Meeting of 1 April 2022
01 Avril 2022 - 5:30PM
Business Wire
Regulatory News:
Focus Entertainment - formerly Focus Home Interactive -
(FR0012419307 - ALFOC) (Paris:ALFOC). In the Ordinary and
Extraordinary General Meeting held today at the Company’s head
office, shareholders approved all resolutions put to them except
for resolution 15, the adoption of which the Executive Board and
Supervisory Board did not recommend.
Information regarding quorum and voting results for each
resolution can be viewed on Focus Entertainment’s investor
website.
In particular, shareholders resolved to change the Company’s
name, and so from today Focus Home Interactive will be known as
Focus Entertainment. The purpose of the change is to adopt a name
more consistent with the Company’s business and highlight its key
strengths and values. Including the word “Entertainment” in the
Company’s name conveys its ambition of offering gamers around the
world unique experiences with an editorial line that stands out
through innovative concepts, alternative gameplay and original
universes that transcend the boundaries of video games.
Shareholders also approved a change in the Company’s governance
and management arrangements: instead of having an Executive Board
and a Supervisory Board, the Company is now governed by a Board of
Directors and its articles of association have been changed
accordingly.
The following have been appointed as members of the Board of
Directors:
- Neology Holding, with Fabrice Larue as its permanent
representative;
- Neology Invest, with Romain Heller as its permanent
representative;
- FLCP & Associés Invest, with Tiphanie Lamy as its permanent
representative;
- FLCP & Associés, with Tanguy de Franclieu as its permanent
representative;
- Frank Sagnier;
- Virginie Calmels;
- Irit Hillel.
Shareholders also resolved, by amending article 16 of the
Company’s articles of association, that shareholders must inform
the Company when their interest crosses the threshold of 3% of the
Company’s capital or voting rights – a lower percentage than before
– or any multiple of 3%, and that a penalty would be applied if
this disclosure obligation is not complied with. The Board of
Directors, meeting after the General Meeting, separated the roles
of Chairman of the Board of Directors and Chief Executive Officer
and appointed:
- Frank Sagnier as Chairman of the Board of Directors,
- Neology Holding, represented by Fabrice Larue, as Vice-Chairman
of the Board of Directors,
- Christophe Nobileau as Chief Executive Officer,
- Tiphanie Lamy as Board Secretary.
The Board also adopted a set of internal rules and examined the
independence of its members with regard to the independence
criteria established by the Middlenext Code. It found that three of
its members are independent: Frank Sagnier, Virginie Calmels and
Irit Hillel.
The Board also decided, given the size of the Company and the
number of Board members, not to set up autonomous committees tasked
with preparing the Board’s work in certain areas, but to carry out
the specific roles of such committees itself. Accordingly, as the
case may be, the Board as a whole will act as an Audit Committee,
an Appointments and Remuneration Committee and a CSR Committee. It
was decided that Virginie Calmels will chair meetings of the Board
of Directors when it is acting as an Audit Committee and as an
Appointments and Remuneration Committee. It was decided that Irit
Hillel will chair meetings of the Board of Directors when it acting
as a CSR Committee.
It was also decided in today’s Board meeting, under the
authorisation given by shareholders in today’s General Meeting in
its 14th resolution and subject to the limitations of that
resolution, to award stock options to Frank Sagnier as Chairman of
the Board of Directors. The conditions for exercising those
options, relating to Mr Sagnier’s continuing service and the
Company’s share price, were determined by the Board. Mr Sagnier
also undertook to retain the shares that he currently holds for a
period related to his term of office as Chairman of the Board of
Directors.
After this Board Meeting, Frank Sagnier said “I am thrilled and
honoured to join Focus Entertainment as Chairman. The continued
growth of the industry is fuelled by new technologies and more ways
to consume games, in turn allowing to deliver a variety of
experiences to both existing and new gamers. Focus Entertainment
wants to partner with the best talent across the globe to develop
and publish game franchises that will delight communities. I am
excited to be part of the journey and hope to contribute to the
company’s growth together with the team.”
Christophe Nobileau added “We are pleased that all the
resolutions proposed by the Management Board were largely approved
by today's General Meeting. Our group is entering a new era with a
new name – Focus Entertainment – and a more appropriate and
responsive governance arrangement. We are delighted to welcome the
new members who have joined our new Board of Directors – Frank
Sagnier, Virginie Calmels, Irit Hillel and Romain Heller – and
particularly Frank Sagnier, who will support us by bringing his
expertise in the video game industry. We would like to thank
everyone who has helped make the group what it is today.”
About Focus Entertainment
FOCUS ENTERTAINMENT is one of Europe’s leading video game
publishers and developers. Its vocation is to support leading
international studios in the development, production monitoring,
marketing, sales and financing of their projects. As a publisher of
strong brands such as The Surge, Vampyr, and A Plague Tale:
Innocence, the Group generated revenues of €171 million in 2020/21,
up 20% compared to the previous comparable period. FOCUS
ENTERTAINMENT generates 95% of its sales internationally. For
additional information, visit www.focusent.com
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version on businesswire.com: https://www.businesswire.com/news/home/20220401005351/en/
Investor Relations Laure d’Hauteville Tél : + 33 (0) 1 55
26 85 00 Mail : IR@focus-home.com
Press Relations – FTI Consulting Emily Oliver Rémi
Salvador Tél : + 33 (0) 1 47 03 68 10 Mail :
fhi@fticonsulting.com
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