Viridien (formerly CGG): Combined General Meeting and Board of Directors Meeting of May 15, 2024
Viridien, formerly known as CGG, held its Combined General Meeting on May 15, 2024, in Paris, chaired by Philippe Salle. All resolutions were approved, including the 2023 financial statements, appointment of Ernst & Young as statutory auditors, Say on Pay resolutions, financial delegations, and a reverse share split consolidating 100 shares into 1 new share. The company also changed its name to Viridien. The board renewed Helen Lee Bouygues' term and replaced Heidi Petersen with Olivier Jouve as directors, bringing the board to nine members, with 87.5% independent and 50% women. The board established a New Businesses and M&A Committee, updating its internal rules and committee structures.
- All resolutions at the General Meeting were approved, reflecting strong shareholder support.
- 2023 financial statements were approved, indicating financial transparency and accountability.
- Appointment of Ernst & Young as statutory auditors enhances credibility in sustainability reporting.
- Successful reverse share split could increase share value and attract institutional investors.
- Renewal and new appointments to the board introduce fresh perspectives and maintain a high level of independence (87.5%) and gender diversity (50%).
- Establishment of the New Businesses and M&A Committee shows focus on growth and strategic opportunities.
- The reverse share split may reduce liquidity due to fewer shares available for trading.
- Changes in board and committee structures could initially disrupt organizational stability.
- Costs associated with rebranding and reverse share split might impact short-term financial performance.
Combined General Meeting and Board of Directors Meeting
of May 15, 2024
Paris, France – May 16, 2024
The Combined General Meeting of Viridien (formerly CGG), presided by Mr. Philippe SALLE, Chairman of the Board of Directors, was held on May 15, 2024 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€0.01 1; 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
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
About Viridien (formerly CGG):
Viridien (www.cgg.com), formerly CGG, is an advanced technology, digital and Earth data company that pushes the boundaries of science for a more prosperous and sustainable future. With our ingenuity, drive and deep curiosity we discover new insights, innovations, and solutions that efficiently and responsibly resolve complex natural resource, digital, energy transition and infrastructure challenges. Viridien employs around 3,500 people worldwide and is listed as CGG on the Euronext Paris SA (ISIN: 0013181864).
Contacts: Legal Department, 27 avenue Carnot, 91300 Massy
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.
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FAQ
What were the key outcomes of Viridien's General Meeting on May 15, 2024?
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