Vénissieux, 12 May 2020
Due to the ongoing COVID-19 epidemic, restrictions on movement and other government measures, pursuant to Article 4 of Order 2020-321 of 25 March 2020 the Board of Directors has decided to hold the General Meeting scheduled for 2 June 2020 behind closed doors (in camera). This means that shareholders and other persons entitled to attend will not be present, whether in person or via conference call or videoconference.
The notice for the General Meeting, including the agenda, draft resolutions, and the main procedures for participating and voting at the meeting, was published on 27 April 2020 in the Bulletin des Annonces Légales Obligatoires (French BALO) no. 51 (announcement 2001130).
The meeting invitation and all preparatory documents for the meeting will be made available (in French only) on the Company's website by the statutory and regulatory deadlines: https://www.boostheat-group.com.
Given that shareholders will not be able to attend the meeting in person, they are invited to cast their vote by post or grant proxy to the Chairman. These voting procedures are set out in the appendix below. Further details will be provided in the invitation, which cancel and supersede those set out in the aforementioned notice of meeting.
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Shareholders wishing to ask any questions relating to the General Meeting scheduled for 2 June 2020 are invited to write to [email protected].
Shareholders are encouraged to regularly check the General Meeting section of the Company's website https://www.boostheat-group.com.
Terms of participation in the 2 June 2020 General Meeting
The General Meeting comprises all the shareholders, regardless of the number of shares they hold.
Pursuant to Article R. 225-85 of the French Commercial Code, shareholders are hereby informed that participating in the meeting is conditional on the shares being registered in their name, or in the name of the intermediary registered on their behalf, on the second business day prior to the meeting, i.e. by 29 May 2020 at midnight, Paris time.
The registration or recording of the securities in the bearer share accounts held by the authorized intermediary must be confirmed by a shareholding certificate issued by the intermediary and attached to the postal voting form or proxy form.
Given that shareholders will not be able to attend the meeting in person, they may vote by post, or grant proxy to the Chairman or a designated individual, using the single postal voting form supplied for this purpose. If a shareholder wishes to grant proxy to a specific individual, they should contact the Company. Please note that neither proxies nor shareholders may physically attend the meeting and, as such, must submit their votes by post.
In order to be taken into account, the Company must receive the duly completed and signed postal voting or proxy voting forms (by post or email), together with the shareholding certificate in the case of bearer shareholders, by post or by email at the following address: [email protected], or by delivery to the BNP Paribas Securities Services General Meeting department (Service assemblées générales), no later than three (3) days prior to the General Meeting, i.e. no later than 30 May 2020 at midnight, Paris time.
Pursuant to Article 6 of Decree 2020-418 of 10 April 2020, for a proxy granted to a designated individual by a shareholder to be deemed valid:
- the Company must receive the proxy forms no later than four days prior to the date of the General Meeting, i.e. no later than 29 May 2020;
- proxies must send the voting instructions they have received to the Company no later than four days prior to the date of the General Meeting, i.e. no later than 29 May 2020.
In accordance with Article 7 of Decree 2020-418 of 10 April 2020, if a shareholder has already cast a postal vote, sent a proxy form or requested an admission card or shareholding certificate, they may choose another means of participating in the meeting, provided that their instructions in this regard are received by the deadlines applicable to each manner of participation.
There will be no electronic voting or attendance mechanisms in place for this meeting and, as such, no website as defined in Article R. 225-61 of the French Commercial Code will be created for this purpose.
New procedure for abstentions
French law 2019-744 of 19 July 2019 on the simplification, clarification and updating of corporate law amended the rules for the calculation of votes cast at shareholders' general meetings. Abstentions were previously counted as votes against a resolution, but are now excluded from the votes cast and, as such, are no longer taken into account in the calculation of the majority required for the passing of resolutions.
In accordance with Article R. 225-84 of the French Commercial Code, every shareholder has the right to submit written questions to the Board of Directors, which will reply to those questions during the meeting.
Questions must be sent by registered letter with acknowledgment of receipt to the Company head office or, preferably, by email to [email protected].
A certificate of account registration must also be supplied.
Any questions, together with this certificate, must be sent no later than four business days prior to the date of the General Meeting (i.e. by 26 May 2020).
Shareholders' right to information
In accordance with applicable laws and regulations, all documents that must be provided at General Meetings will be made available to shareholders by the statutory deadlines at the head office or on the Company's website: https://www.boostheat-group.com.
We encourage you to regularly check the General Meeting section of the Company's website for further information.
Read more about BOOSTHEAT at
Founded in 2011, BOOSTHEAT designs, develops, produces and markets heating solutions that are technologically advanced, energy-efficient and sustainable. BOOSTHEAT's new-generation boilers feature a patented thermal compressor, enabling them to achieve efficiency of up to 200% and reducing energy consumption by up to half. They are more environmentally friendly and economical, giving all users the opportunity to achieve an immediate and significant reduction in their environmental impact.
The Company's mission is to accelerate energy transition through its products by making them affordable to the widest possible spectrum of the population. BOOSTHEAT has its head office and manufacturing plant in Vénissieux, near Lyon (historically an HVAC* industrial zone). The Company holds the Innovative Company (BpiFrance) and French Fab labels. BOOSTHEAT is listed on Euronext Paris, Compartment C (ISIN: FR0011814938).
*Heating, ventilation and air conditioning
ACTUS finance & communication – Anne-Pauline Petureaux
Tel.: +33 (0)1 53 67 36 72 / [email protected]
ACTUS finance & communication – Serena Boni
Tel.: +33 (0)4 72 18 04 92 / [email protected]
BOOSTHEAT – Sabrina Ferré
Tel.: +33 (0)9 82 99 16 13 / [email protected]
Should a shareholder wish to appoint a specific individual as their proxy, they must contact the Company. Please note that proxies, like shareholders, shall not attend the meeting in person.