Viridien (VIRI) AGM 2025 summary

Opening remarks and agenda

• The meeting opened with legal formalities, confirmation of quorum, and an agenda covering governance, executive compensation, business and financial review, auditor reports, Q&A, voting on resolutions, and conclusion.

Board and executive committee updates

• Board composition remained stable with nine members, transitioning to eight after the meeting due to regulatory thresholds, with 87.5% independent directors, 50% women, and three nationalities represented.

• Committees include Audit and Risk, Remuneration and Governance, Sustainability, and New Businesses & M&A, all with high independence and attendance rates.

• Renewal and ratification of directors' terms were proposed and supported for several members, including Philippe Salle, Anne-France Laclide-Drouin, Michael Daly, and Amélie Oyarzabal.

• Temporary unification of Chairman and CEO roles under Sophie Zurquiyah until the 2026 General Meeting.

Corporate governance

• Remuneration policies for board members, Chairman, and CEO were reviewed and approved, with a modest increase for the unified Chairman/CEO role.

• Board compensation structure and distribution rules remain unchanged, except for adjustments to the lead independent director's remuneration.

• CEO fixed remuneration unchanged since 2022; variable and long-term incentives tied to financial and ESG objectives.

• Chairperson & CEO fixed compensation to increase by 11% from April 30, 2025, reflecting expanded responsibilities.