PARIS–(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;
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 themselves. 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 acts as a CSR Committee.
It was also decided in today’s Board meeting, under the authorization 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 honored to join Focus Entertainment as Chairman. The continued growth of the industry is fueled 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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