Vilmorin & Cie - Annual report 2017-2018

3 Management REPORT Report of the Board of Directors to the Joint Annual General Meeting (Ordinary and Extraordinary) of December 7, 2018 ANNUAL REPORT Vilmorin & Cie 98 2017-2018 Corporate management system On June 30, 2018, administration of your Company was entrusted to a Board of Directors comprising seven members. On June 30, 2018, the Board of Directors was composed of the following members: Chairman and CEO: Philippe AYMARD Members of the Board: - Annick BRUNIER - Mary DUPONT-MADINIER, Independent Member of the Board - Jean-Yves FOUCAULT - Miriam MAES, Independent Member of the Board - Sébastien VIDAL - Pascal VIGUIER Mr. Jean-Yves FOUCAULT has expressed his wish to resign from his mandate as Member of the Board. The Board of Directors takes note of this resignation and, noting that the number of Members of the Board remaining in office exceeds the statutory minimum, decides not to immediately provide for his replacement by cooptation. The Board of Directors proposes to submit to the vote of the next General Meeting the appointment of Mr. Claude RAYNAUD as a new Member of the Board for a term of three years, i.e. until the end of the General Meeting called to approve the financial statements for the financial year ending June 30, 2021. During fiscal year 2017-2018, your Board of Directors met seven times. Vilmorin & Cie’s Board Members remain committed to their responsibilities in the Boards or other equivalent bodies of governance in the main subsidiaries. Control bodies Vilmorin & Cie’s Statutory Auditors are KPMG Audit, Département de KPMG SA, and Visas 4 Commissariat. Furthermore, services provided other than the certification of the financial statements provided by the Statutory Auditors during the year to our Company and the controlled entities were as follows: certificate missions carried out by KPMG SA, legal and tax services provided by members of the KPMG network. Transactions with related parties All transactions with related parties, mainly with Limagrain, are described in note 32 in the notes to the consolidated financial statements on June 30, 2018, and they were pursued during this fiscal year on the same basis as in fiscal year 2016-2017. Program to buy back shares
in accordance with article L.225-209 of the French Commercial Code In compliance with the provisions of article L.225-211 of the French Commercial Code, we inform you that in order to stabilize our share value, and as part of the buy-back program approved by the Combined Ordinary and Extraordinary General Meeting of December 8, 2017, we carried out the following operations over the fiscal year: Number of shares purchased 186,889 Average purchasing price 74.90 euros Number of shares sold 189,165 Average selling price 75.37 euros On June 30, 2018, our Company held 5,877 shares, corresponding to less than 0.1% of the capital stock, at a purchasing value of 337,400 euros, an average unit price of 57.40 euros. On September 30, 2018, our Company held 6,580 treasury shares, corresponding to less than 0.1% of the capital stock. In order to encourage the liquidity of transactions and a regular quotation for our shares, your Board of Directors proposes that once again you grant authorization, for a maximum duration of 18 months, to buy or sell the Company’s own shares in compliance with the provisions of article L.225-209 et seq. of the French Commercial Code, in order to: ensure liquidity and manage the market for shares through a fully independent investment service provider, within the framework of a liquidity contract that complies with the AMAFI deontology charter as recognized by the Autorité des Marchés Financiers (authority governing French markets), hand over shares when an investor exercises his or her rights with regard to securities that provide access by whatever means, immediately or when due, to Company shares, apply any other measures that might be authorized or recognized by law or by the Autorité des Marchés Financiers, or set any other objective that complies with regulations in force. These operations will be conducted in accordance with regulations in force and the following conditions: the maximum purchasing price is fixed at 100 euros per share, the maximum quantity of shares liable to be purchased is fixed at one million shares, representing a maximum potential commitment of 100 million euros.