- decides that, in pursuance of Article L. 225-134 of the French Commercial Code, in the event of the issue not being fully subscribed by virtue of non-reducible and, if applicable, reducible subscription rights, the Board of Directors may, under the conditions provided for by law, use any or all of the options set out below, in the order of its choosing:
- freely allocate all or part of the shares or, in the event the securities confer access to capital, the said securities whose issue has been decided but not subscribed to;
- public offering of all or part of the unsubscribed shares and/or securities on the French and/or foreign and/or international markets;
- more generally, limit the capital increase to the amount of subscriptions, provided that, in the case of an issue of shares or securities whose primary security is a share, the latter reaches three-quarters of the increase decided upon after use, where applicable, of the two aforementioned options.
- acknowledges that any issuance decision taken in pursuance of this delegation of authority will automatically entail, in favor of holders of securities that confer or may confer equity rights in the Company, a waiver by the shareholders of their preferential right to subscribe for the shares to which such securities may confer rights.
- delegates to the Board of Directors, with the option to subdelegate under the conditions set forth by law, in accordance with Article L. 22-10-52, paragraph 1 of the French Commercial Code, its authority to freely set the issue price within the following limits:
- the issue price of the shares will be at least equal to the lower of: (i) the average price of the share on the Euronext Paris regulated market, weighted by volume, during the last three trading sessions preceding the setting of the issue price, or (ii) the average price of the share on the Euronext Paris regulated market, weighted by volume, during the last trading session preceding the setting of the issue price, or (iii) the average price of the share on the Euronext Paris regulated market, weighted by volume, during the trading session when the issue price was set, in all three cases, as the case may be, reduced by a discount not exceeding 10%, after adjustment, where applicable, to take into account any difference in the dates from which shares will bear dividend rights;
- the issue price of the securities giving access to share capital will be such that the amount immediately received by the Company, increased, where applicable, by any further amount that may be received by it at a later date, is, for each Company share issued as a result of the issuance of the aforesaid securities, at least equal to the minimum subscription price defined in the previous paragraph.
- acknowledges that, in the event that the Board of Directors makes use of the delegation provided for in the preceding paragraph, it shall draw up a supplementary report, certified by the Statutory Auditors, describing the final terms and conditions of the transaction and providing information for assessing the actual impact on the shareholder’s situation.
- resolves that the issue(s) authorized by this resolution may be decided concurrently with an issue(s) decided pursuant to the thirteenth resolution submitted to this Shareholders’ Meeting.
- decides that the Board of Directors may not, unless previously authorized by a general shareholders’ meeting, make use of this delegation of authority from the moment a third party makes a public offering for the Company’s securities and until expiry of the offering period.
- decides that the Board of Directors will have all powers, with the right to sub-delegate its authority in accordance with legal provisions and the Company’s Articles of Incorporation, to implement this delegation of authority, and notably:
- to decide on the issue of shares and/or securities giving immediate or future access to the capital of the Company or one of its subsidiaries;
- to set the terms and conditions of capital increases and fix the dates, terms and conditions of issues to be performed by virtue of this resolution, to determine the nature, the number and the features of the securities giving access to the Company’s share capital, the modes of allocation of shares in the capital to which these securities grant rights and also the dates at which these rights of allocation may be exercised, and to modify their terms and conditions throughout the lifetimes of the said securities in accordance with applicable laws and regulations;
- to set the opening and closing dates for subscriptions, the price, as well as the amount of any premium that may be required on issuance, or, where applicable, reserves, earnings or premiums which can be incorporated into the capital and the dates from which shares will bear dividend rights, the payment terms for the shares and any delays for such payment;
- in the event of the issuance of debt securities, to decide whether they should be subordinated or not (and, if so, their subordination ranking, pursuant to Article L. 228-97 of the French Commercial Code), set their interest rate (in particular fixed or variable interests or zero-coupon or indexed interests) and provide for any mandatory or optional suspension or nonpayment of interest, stipulate their term (fixed or perpetual), the possibility of reducing or increasing their nominal value, and the other terms of issue (including conferring them guarantees or securities) and redemption (including the delivery of Company assets); where applicable, these securities could provide for the possibility of the Company issuing debt securities (fungible or not) in payment of interest, the payment of which would have been suspended by the Company, or take the form of complex bonds as defined by the stock market authorities (for example, due to their terms of repayment or remuneration or other rights such as indexation or option rights); amend, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities;
- to set, if necessary, the terms and conditions under which the Company can acquire or exchange on the market, at any time or during specified periods, the securities with a view to canceling them or not, in compliance with legal provisions in force;
- to provide for the possibility of suspending the rights attached to shares or securities conferring equity rights in accordance with legal and regulatory provisions;
- to determine and execute all adjustments required to allow for the impact of such transactions on the Company’s share capital or equity, notably in the event of a change in the par value of shares, increase of capital by incorporating reserves, earnings or premiums, allocation of free shares, division or grouping of securities, payment of dividends, reserves or premiums, or any other asset, redemption of capital, or any other operation on the share capital (including in the event of a public offering and/ or change of control) and to make all other arrangements to preserve, where applicable, the rights of holders of securities giving access to the Company’s capital or other rights giving access to the Company’s capital, in particular with regard to beneficiaries of share subscription or purchase options or free share allocations (including through cash adjustments);
- to acknowledge the completion of each share capital increase carried out under this delegation of authority, and to amend the Articles of Incorporation accordingly;
- to charge the costs, dues and fees relating to these issues against the corresponding share premiums, and, if it deems appropriate, to deduct from share premium the amounts necessary to bring reserves to one-tenth of the new share capital resulting from each capital increase;
- more generally, to enter into all agreements, take all measures and carry out all formalities required for the issues referred to hereinabove, for admission to trading on a regulated market, and for the financial servicing of the securities issued in pursuance hereof, including the exercise of all rights attached.
