Report on the Combined General Meeting from June 19, 2024

• Cash payout of €0.07 per share released for payment on June 28
• Simplification of the governance structure and appointment of a new director

Bezons, June 19, 2024 – 6pm – RIBER, a global market leader for molecular beam epitaxy (MBE) equipment serving the semiconductor industry, brought today its shareholders together for its Combined Annual General Meeting, chaired by Ms. Sylviane Troadec, Chairwoman of the Company’s supervisory board.

Approval of the full-year accounts for 2023

The General Meeting approved the corporate and consolidated financial statements for 2023.

Cash payout released for payment on June 28

The General Meeting approved the appropriation of earnings for 2023 and a cash payout based on reimbursing part of the issue premium for €0.07 per share. The ex-dividend date will be June 26, 2024, followed by payment on June 28, 2024.

Approval of the change of governance structure

The shareholders decided to change the Company’s administration and management structure, moving from a limited company with executive board and supervisory board to a limited company with a board of directors. This change aims to simplify the Company’s operational decision-making processes, in line with RIBER’s strategy to support its expansion in a buoyant market environment.
The resolutions concerning the resulting amendment of the Company’s bylaws (including, as a result, the changes associated with the adoption of RIBER’s new administration and management structure) and the compensation policy for the directors, were also approved.

Appointment of directors to the board

The adoption of the resolution changing RIBER’s administration and management structure automatically ended the terms of office for all members of the executive and supervisory boards.

Consequently, the General Meeting decided to appoint seven directors to the new board for a three-year term, until the end of the ordinary general meeting in 2027 that will deliberate on the accounts for the year ending 31 December 2026. The appointed directors are Mrs. Annie Geoffroy, Mrs. Sylviane Troadec, Mr. Nicolas Grandjean, Mr. Didier Cornardeau, Mr. Bernard Raboutet, and Mr. Pierre-Yves Kielwasser.
The General Meeting also appointed a new independent director: Mr. Alexandre Jevakhoff. Mr. Jevakhoff’s appointment will enhance the board’s skills and its decision-making process.

The board of directors has seven members, and the independent member ratio is 57%.

Other resolutions

The General Meeting approved all the other resolutions, which included:

• Statutory auditors’ special report on regulated commitments,
• Renewal of the terms of office of KPMG SA as statutory auditor for a period of 6 years,
• Appointment of RSM France as Joint Statutory Auditor for a period of 6 years (replacing RSM Paris, whose term of office expired at the close of the General Meeting),
• Authorization for the Board of Directors to carry out transactions on the Company’s shares,
• Authorization for the Board of Directors to reduce the capital by canceling treasury stock held by the Company.

First board meeting – Appointment of the Chairwoman and CEO

The first board of directors meeting following the General Meeting (i) adopted its internal regulations, (ii) decided to extend the duties of the Chairman of the board of directors to include those of the Chief Executive Officer of the Company, and (iii) unanimously appointed Mrs. Annie Geoffroy as Chairwoman and Chief Executive Officer.

The Company would like to thank the shareholders who took part in this General Meeting. The quorum conditions and detailed voting results will be available soon on the French version of the Company’s website (www.riber.com)

Biography of the new Board director

Alexandre Jevakhoff, 71, is an honorary Inspector General of Finance. He has a degree in advanced accounting studies and is a graduate of Sciences Po Paris, HEC and ENA (Human Rights class, 1979-1981).
He began his career in 1981 at the French General Inspectorate of Finances, where he was a member of the financial and accounting control committee of the French Atomic Energy Commission (1983-1984). He was then appointed to the French Foreign Economic Relations Department (DREE) (1985-1986). A former deputy director in Maurice Faure’s cabinet at the Ministry of Public Works and Housing (1988-1989), from 1990 to 1992 he was director of development at the TF1 group and general secretary of TF1 Entreprises. Formerly Director of Programming, Financial Affairs and Property at the Ministry of the Interior (1993-1999), he was subsequently CEO of the Aura-Engeu group (1999-2002).
Between 2002 and 2011, he worked with Michèle Alliot-Marie at the Ministry of Defence and the Ministry of the Interior, Overseas France and Local Authorities, at the Ministry of Justice and Public Freedoms and finally at the Ministry of Foreign Affairs as Deputy Chief of Staff.
In 2013, he was appointed Chief Executive Officer of the Groupe des industries métallurgiques de la région parisienne (GIM), the main regional trade union chamber of the Union des industries et métiers de la métallurgie (UIMM).
After leaving the GIM, he returned to the General Inspectorate of Finance until August 2021. Since that date, he has been Chairman of ELENAC SAS, a consultancy and audit company.
In 2022, he became a member of the Supervisory Board of Associations mutuelles Le Conservateur. Since 2022, he has also been a senior advisor to the law firm LLC et Associés.
Alexandre Jevakhoff has been a Knight of the French National Order of Merit since 1995 and an Officer of the Legion of Honour since 2012.

Posted on Wednesday, June 19, 2024 - 17:46 pm