- acknowledges that this delegation entails, in favor of holders of securities that confer equity rights in the Company, a waiver by the shareholders of their preferential subscription rights to subscribe for the shares to which such securities will confer rights, immediately or in the future.
- decides, in accordance with Article L. 22-10-52-1 paragraph 3 of the French Commercial Code, that:
- the issue price of shares issued directly will be set by the Board of Directors in accordance with the regulations in force on the date on which this delegation is exercised (to date, at least equal to the closing price on the last trading day preceding the Board of Directors’ decision to make use of this delegation, possibly reduced by a maximum discount of 10%) after adjustment, if necessary, of this amount to take into account the difference in the date of entitlement;
- the issue price of the securities giving access to the capital and the number of shares to which the conversion, the redemption or, generally, the conversion of each security giving access to the capital may entitle the holder shall be such that the sum immediately received by the Company, plus, where applicable, any sum that may be received by it at a later date, shall be, for each share issued as a result of the issue of such securities, at least equal to the minimum subscription price defined in the previous paragraph.
- decides that when the subscriptions have not absorbed the entire issue of shares or securities, the Board of Directors may use the powers provided for in Article L. 225-134 of the French Commercial Code, or only some of them, in the order it determines
- 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 designate the person(s) for whose benefit the issue is reserved and the number of securities to be subscribed by each of them;
- 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 amend 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, in accordance with the provisions of 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 non-payment 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 determine the manner in which said shares will be paid up;
- to set, if necessary, the terms and conditions for exercising the rights (where applicable, conversion rights, exchange or redemption rights, including through the transfer of Company assets such as treasury shares or securities already issued by the Company) attached to the shares or securities giving access to the capital 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 capital increase;
- 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, securities issued or to be issued;
- to provide for the possibility of suspending the rights attached to shares or securities conferring equity rights in accordance with applicable and regulatory provisions;
- to charge, if deemed appropriate, the costs, taxes and fees incurred by the issuances against the amount of the corresponding share premiums, and to deduct from such amount the sums required to maintain legal reserves at one tenth of the new share capital after each issue;
- 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 to shareholders, 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 giving access to capital or other rights giving access to capital (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;
- 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.
- acknowledges that, in the event the Board of Directors decides to use the authority delegated in this resolution, the Board of Directors will report it at the next ordinary general shareholders’ meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution.
