Emmanuelle Vandevoorde

Skills: English - Governance - Stock Market Law - Mergers & Acquisitions (Company listed on Euronext Paris - SBF 120 Index) Provide guidance to ensure that the organization operates in compliance with applicable laws, ongoing regulations, and corporate governance principles. Corporate Governance-Relationship with the Board

• Organization of materials and minutes for Board of Director, shareholders' meeting, Committee meetings : drafting of the decisions for current operations.

• Optimization of corporate governance and shareholders advices : structuring shareholders' agreements and concerted actions, structuring of directors's pay. Capital Market

• Management of the regulated information and market transactions : annual and daily management of market obligations, advice regarding financial communications, updating Universal Registration Document and annual reports. Corporate Secretarial

• Support in opening new subsidiaries (bylaws, shareholders agreements, type of corporate management structure). Support for M&A operations

• Reorganization and restructuring : contributions, cross-border mergers, international reorganizations, capital injection, share capital increase/ decrease.

• Preparation and follow-up of General Meetings and Board of Directors meetings (preparation of agendas, convening notices, minutes, resolutions, statutory modifications, etc.).

• Follow up and preparation of equity operations (capital transactions, issuing securities).

• Agreement on transfer of stock, spin-off, divestiture, dissolution.

• Ensure compliance with all regulations and formalities related to corporate life (e.g., approval of annual accounts, regulated agreements).

(Company listed on Euronext Paris - SBF 120 Index) Reporting to the Legal Director, interacting with the Executive Committee and General Management, during a strategic refocusing of activities marked by major divestitures.

• Management of current operations and coordination of M&A actions for over 90 subsidiaries, in France and internationally (approval of accounts,....).

• Contributed to the optimization of the Holding Company's governance system, in compliance with AFEP-MEDEF & Middlenext recommendations, AMF Directives, Pact Law, and the new group policy.

• Organization and conduct of Governance bodies for the listed Holding Company and subsidiaries (scheduling, specific Board of Directors meetings, General Meetings, specific Committees), follow-up and securing of decisions made by decision-making bodies, in liaison with management teams.

• Updating of the URD sections: analysis of regulatory changes in corporate governance, shareholding/share capital, pay equity ratios, regulated agreements, consequences of conflicts of interest...

• Contribution to market operations/securities transactions: stock option plans giving access to capital (OC, ORA, BSA), issuance of bonds, share buybacks...

• Contribution to closing operations: employee share ownership... etc.

• Exceptional and Senior Debt Operations: - management of merger-absorption-liquidation/dissolution operations (TUP): advice to operational teams, synergy analysis, risk assessment, asset, rights, and obligations audits, drafting of related documents.

• Centralization of M&A actions: organization of Group reporting/restructuring.

• Geographic presence: France, Northern, Eastern, and Southern Europe, UK, North America (USA and Canada), Asia-Pacific (China, Japan, Australia, etc.), and Latin America.

(Company listed on Euronext Paris - SBF 120 Index)

• Organization of decision-making bodies for the parent Holding Company and 80 subsidiaries specializing in the energy and defense industry, marked by acquisitions and major business transformation challenges that I had encountered in my previous experience.

• In a refocusing context, within the framework of current and Senior Debt operations (mergers-absorption-liquidation, TUP, partial asset contributions, transfer and contribution of securities, share capital operations, spin-off/split-up operations...), one of my missions focused on:

• a change of legal form from SA to SAS, with share capital operations. - support in legal and tax analysis with a statutory auditor. Effects, consequences, and tax implications (employment contracts, commercial leases, directors' financial guarantees). - drafting of appropriate documentation (with consultation of the CSE, statutory transformations, shareholders' agreement clauses, minutes of EGM decisions, updating of mandates, subsequent formalities).

• updating the URD regarding executive/non-executive mandates, subsidiary shareholding of the Group, shareholding/share capital, voting rights).

• Geographic presence: France, Northern, Eastern, and Southern Europe, UK, North America (USA and Canada), Asia-Pacific (China, Japan, India, Singapore, etc.), Middle East: United Arab Emirates (Emirate of Sharjah, Dubai, Abu Dhabi) and Saudi Arabia.