Vilmorin & Cie - Annual report 2017-2018

6 ANNUAL REPORT Vilmorin & Cie 225 2017-2018 6.2.1. Capital stock The capital stock on June 30, 2018, stood at 317,717,005.50 euros divided up into 20,833,902 shares each with a nominal value of 15.25 euros, fully paid up. Vilmorin & Cie’s reference shareholder, Limagrain (cf. page 74), directly or indirectly holds 73.8% of its capital stock. More than 20% of the capital stock is held by institutional investors, about half of whom are based outside France (United States, Luxembourg, United Kingdom, Singapore, Germany, Switzerland, etc.). Almost 10,000 individual Vilmorin & Cie Shareholders, owning either registered or bearer shares, hold almost 6% of the capital stock. 6.2.1.1. Analysis of capital stock on June 30, 2018 6.2. Capital stock and Shareholders 6.2.1.2. Analysis of the capital stock and the voting rights on June 30, 2018 Single vote shares Double vote shares % of capital stock Total number of votes (1) % of total number of votes (1) Groupe Limagrain Holding 187,185 12,848,698 62.57% 25,884,581 71.92% Limagrain 50,995 1,200,460 6.01% 2,451,915 6.81% Sélia 37,922 1,043,628 5.19% 2,125,178 5.91% Treasury shares (2) 5,877 - 0.03% - - Limagrain 281,979 15,092,786 73.80% 30,461,674 84.64% Public 5,391,647 67,490 26.20% 5,526,627 15.36% Total 5,673,626 15,160,276 100.00% 35,988,301 100.00% (1) The difference between theoretical voting rights and votes that may be exercised in General Meetings is not significant. (2) At nominal value. Capital stock and voting rights held by the different administrative and management structures: not significant. Stock and voting rights held by the employees, directly or indirectly: not significant. In fact Vilmorin & Cie has not set up an employee stock ownership plan (even though employees can be Shareholders on an individual basis) and does not wish to do so, particularly to avoid creating a potential difference in status between the employees of Vilmorin & Cie and the other employees working for its reference shareholder Limagrain. Declaration of transactions entered into by executives: none. Declaration of Shareholders’ agreement: within the framework of the intervention of the Strategic Investment Fund (SIF) (1) in the equity of Groupe Limagrain Holding (GLH), in March 2010, Coopérative Limagrain, the SIF and GLH came to a Shareholders’ agreement concerning their participations in the capital stock of the companies GLH and Vilmorin & Cie. Within the framework of a reserved capital stock increase, the SIF subscribed to 1,074,498 new GLH shares, representing 13.93% of the capital stock and voting rights of GLH and 1,071,429 GLH bonds redeemable as Vilmorin & Cie shares. This agreement has been disclosed to the AMF (2) . On December 13, 2016, Bpifrance Participations, GLH and Coopérative Limagrain decided to readjust the Shareholders’ agreements signed in 2010. This readjustment was published by the AMF on December 28, 2016 (3) . Following this readjustment, the partners comprising the companies Coopérative Limagrain, GLH, Sélia and Bpifrance Participations declared that they had not crossed any threshold, and that on December 13, 2016 they held 73.77% of Vilmorin & Cie’s capital stock and 84.65% of the voting rights. Collective commitments to preserve shares: two collective commitments to preserve the Company’s shares were recorded on October 15 and 22, 2009 in compliance with article 885 I bis of the French Tax Code. These two commitments were signed for an initial duration of two years and are renewable by tacit agreement for an indefinite duration. On the date they were signed, the commitments concerned 2,715,003 shares, representing 20.3% of the financial rights and 28.7% of the voting rights. (1) Today Bpifrance Participations. (2) This agreement can be consulted on: www.amf-france.org. (3) This readjustment can be consulted on: www.amf-france.org . 20.33 % 6.01 % 5.19 % 0.03 % 5.87 % 62.57 % Institutional investors Limagrain Sélia Treasury shares Public Groupe Limagrain Holding Groupe Limagrain 73.80 % 6.2. Capital stock and Shareholders Vilmorin & Cie and its SHAREHOLDERS