- delegates to the Board of Directors, for a period of twenty-six months following the date of this Shareholders’ Meeting, the authority to decide, at its own discretion, to issue, on one or more occasions, in the proportions and at the times of its choosing, in France and abroad, in euro, in foreign currency or in any unit of account set in reference to several currencies, against payment or free of charge, with or without a premium, ordinary shares and/or securities referred to in Articles L. 228-92 paragraph 1 or L. 228-93 paragraphs 1 and 3 of the French Commercial Code and that confer or may confer, immediately or in the future, at any time or at a predetermined date, access, by subscription, conversion, exchange, redemption, presentation of a warrant or by any other means, to ordinary shares in the Company or one of its direct or indirect subsidiaries as the case may be, or giving entitlement to the allotment of debt securities, which will not exceed 10% of the Company’s share capital on the issuance date, to remunerate the contribution in kind granted to the Company and made up of capital shares and/or securities giving access to capital, when the provisions of Articles L. 22-10-54 et seq. of the French Commercial Code do not apply. The issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
- sets the following maximum authorized amounts for capital increases in the event the Board of Directors uses this delegation of authority:
- the maximum nominal amount of capital increases that can be carried out by virtue of this delegation of authority is set at ten million (10,000,000) euro in paragraph 3) of the thirteenth resolution put before this Shareholders’ Meeting. This amount will be set against the total maximum amount of thirty million (30,000,000) euro set forth in paragraph 2) of the twelfth resolution put before this Shareholders’ Meeting, or, if applicable, set against any total maximum amount stipulated in a resolution of similar nature that might succeed the aforesaid resolution whilst this delegation of authority remains in force;
- to these ceilings will be added, if applicable, the par value of any ordinary shares that may be issued additionally, in the event of new financial transactions, to protect the rights of holders of securities that confer equity rights in the Company, in pursuance of legal and regulatory provisions, and, where applicable, in accordance with contractual provisions referring to other cases requiring adjustment;
- decides that the maximum nominal amount of securities representing debt claims against the Company that may be issued immediately or at a future date by virtue of this resolution is set at one billion two hundred million (1,200,000,000) euro, or the equivalent thereof in any other currency or in any monetary unit set in reference to several currencies, on the date of the issue decision. Said amount will be set against the total maximum amount of debt securities set forth in paragraph 3) as stipulated in the twelfth resolution put before this Shareholders’ Meeting, or, if applicable, set against any total maximum amount of debt securities stipulated in a resolution of similar nature that might succeed the aforesaid resolution whilst this delegation of authority remains in force. This amount will be increased, where applicable, by any above par redemption premium, and be independent of the amount of debt securities issued by decision of or authorization from the Board of Directors under Articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3 and L. 228-93 paragraph 6 of the French Commercial Code;
- acknowledges that, in accordance with applicable law, shareholders will have no preferential subscription rights to ordinary shares or securities that may be issued by virtue of this delegation of authority. This delegation entails a waiver by the shareholders of their preferential right to subscribe to Company shares in favor of holders of securities issued that confer or may confer equity rights in the Company.
- resolves 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 carry out these issues and to set the terms and conditions thereof, and notably:
- to determine all capital increases to remunerate the contribution in kind and, where applicable, the power of postponement;
- to determine the list of securities transferred, decide on the report of the Statutory auditors, approve the valuation of the contributions, set the terms and conditions for the issue of shares and/or securities to be issued to remunerate the contribution in kind as well as, if applicable, the amount of the balancing payment to be disbursed, approve special benefits, reduce, provided the contributors agree, the valuation of the contributions or the remuneration of special benefits;
- to determine the nature, form, number, characteristics and terms of the shares and/or securities to be issued to remunerate the contribution in kind;
- to set, if necessary, the terms and conditions for exercising the rights attached to the shares or securities to be issued and, in particular, set, even retroactively, the date from which new shares will bear dividend rights, as well as any other terms and conditions required to carry out the issue;
- 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, securities consolidation or division, 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 conferring equity rights in the Company or of the beneficiaries of options to subscribe or acquire shares or the allocation of free shares (including through cash adjustments);
- to charge the costs, dues and fees relating to these issues to the corresponding share premiums and, where applicable, appropriate from this amount the sum required to maintain reserves at one tenth of the new share capital after each issue;
- to acknowledge the completion of each share capital increase carried out under this delegation of authority, and to amend the Articles of Incorporation accordingly;
- more generally, to take all useful and necessary measures, notably entering into agreements, carrying out all formalities required for the issues, admission to trading, and for the financial servicing of the securities issued in pursuance hereof, including the exercise of all rights attached.
