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Annual General Meeting of Shareholders held on June 26, 2014 | Voting results

INSIDE Secure (NYSE Euronext: INSD.PA), a leader in embedded security solutions for mobile and connected devices, today released the results of voting on resolutions submitted to the Annual General Meeting of Shareholders which was held June 26, 2014.

Number of shares comprising the share capital at June 26, 2014: 34 017 838
Number of shares entitled to vote: 34 001 731
Number of votes: 15 650 264

Quorum reached: 46.03% of the shares entitled to vote.

  Pros   Cons  

Abstention

 

Result

ORDINARY RESOLUTIONS Votes     %   Votes   %   Votes   %  
First resolution

Approval of the annual financial statements for 2013

15 650 264     100 %   0   0 %   0   0 %   Adopted
Second resolution

Approval of the consolidated financial statements for 2013

15 650 264     100 %   0   0 %   0   0 %   Adopted
Third resolution

Allocation of earnings for the year ended December 31, 2013

15 650 264     100 %   0   0 %   0   0 %   Adopted
Fourth resolution

Approval of the regulated agreements referred to in articles L. 225-86 et seq of the French commercial code

15 590 263     99.61 %   60 001   0.38 %   0   0 %   Adopted
Fifth resolution

Review of commitments referred to in Article L. 225-90-1 of the Commercial Code granted by the Company to Mr. Rémy de Tonnac

14 422 241     94.61 %   821 529   5.38 %   0   0 %   Adopted
Sixth resolution

Review of commitments referred to in Article L. 225-90-1 of the Commercial Code granted by the Company to Mr. Pascal Didier

14 742 400     94.78 %   811 845   5.21 %   0   0 %   Adopted
Seventh resolution

Renewal of Mr. Alex Brabers as member of the supervisory board

15 650 264     100 %   0   0 %   0   0 %   Adopted
Eight resolution

Renewal of Mr. Glenn Collinson as member of the supervisory board

15 650 264     100 %   0   0 %   0   0 %   Adopted
Nineteenth resolution

Ratification of the provisional appointment of Mr. Olivier Sichel as member of the Supervisory Board

15 650 263     99.99 %   1   <0.01 %   0   0 %   Adopted
Tenth resolution

Appointment of a new board member (Mrs. Muriel Barnéoud)

15 650 264     100 %   0   0 %   0   0 %   Adopted
Eleventh resolution

Opinion on 2013 compensation for Mr. Rémy de Tonnac, chairman of the board

14 482 241     95 %   761 529   4.99 %   0   0 %   Adopted
Twelfth resolution

Opinion on 2013 compensation for Mr. Pascal Didier, general manager

14 802 400     95.16 %   751 845   4.83 %   0   0 %   Adopted
Thirteenth resolution

Opinion on 2013 compensation for Mr. Richard Vacher Detournière, member of the board

14 767 860     95.15 %   751 845   4.84 %   0   0 %   Adopted
Fourteenth resolution

Opinion on 2013 compensation for Mr. Simon Blake-Wilson, member of the board

14 898 419     95.19 %   751 845   4.80 %   0   0 %   Adopted
Fifteenth resolution

Opinion on 2013 compensation for Mr. Pierre Garnier, member of the board

14 898 419     95.19 %   751 845   4.80 %   0   0 %   Adopted
Sixteenth resolution

Ratification of the transfer of the registered office decided by the supervisory board on July 31, 2013

15 650 264     100 %   0   0 %   0   0 %   Adopted
Seventeenth resolution

Authorization to be granted to the management board to proceed with the purchase by the Company of its own shares

15 648 764     99.99 %   1 500   <0.01 %   0   0 %   Adopted
  Pros   Cons   Abstention   Result
EXTRAORDINARY RESOLUTIONS Votes     %   Votes   %   Votes     %  
             
Eighteenth resolution

Authorization to be granted to the management board to decrease the share capital by way of the cancellation of shares in the context of buying back its own shares

15 268 419     97.56 %   381 845   2.43 %   0     0 %   Adopted
Nineteenth resolution

Authorization to be granted to the management board to grant options to subscribe or to purchase shares of the Company

14 286 919     91.28 %   1 363 345   8.71 %   0     0 %   Adopted
Twentieth resolution

Authorization to be granted to the management board to allocate free shares

14 638 419     93.53 %   1 011 845   6.46 %   0     0 %   Adopted
Twenty-first resolution

Delegation of authority to the management board to issue and allocate warrants to board members or observers

14 576 735     93.14 %   1 073 529   6.85 %   0     0 %   Adopted
Twenty-second resolution

Overall limits on the amount of emission authorized through the nineteenth to twenty-first above resolutions

15 648 264     99.98 %   2 000   0.01 %   0     0 %   Adopted
Twenty-third resolution

Delegation of authority to be granted to the management board in order to increase the share capital by issuing ordinary shares or securities giving access to the Company’s share capital for the benefit of employees who are members of the Company savings plan

7 711 615     49.27 %   7 938 649   50.72 %   0     0 %   Rejected
Twenty-fourth resolution

Decisions following the introduction of a statutory right of double voting by the law n° 2014-384 of March 29, 2014: rejection of the measure and confirmation of the statutory rule, according to which an action is attached with one voice – Amendment of the Bylaws

15 650 264     100 %   0   0 %   0     0 %   Adopted

About INSIDE Secure

INSIDE Secure (NYSE Euronext Paris FR0010291245 – INSD) provides comprehensive embedded security solutions. World-leading companies rely on INSIDE Secure’s mobile security and secure transaction offerings to protect critical assets including connected devices, content, services, identity and transactions. Unmatched security expertise combined with a comprehensive range of IP, semiconductors, software and associated services gives INSIDE Secure customers a single source for advanced solutions and superior investment protection. For more information, visit www.insidesecure.com.

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