We submit for your approval the twentieth and twenty-first resolutions for the delegation of authority granted to the Board of Directors to carry out capital increases, without preferential subscription rights, in favor of:
The purpose of the twenty-first resolution is to allow employees and corporate officers located in countries where it is not possible, for local reasons (regulations, taxes or other circumstances) to transfer shares on a secure basis through a company investment fund (FCPE) and to benefit from share ownership schemes equivalent in terms of economic profile to those available to other Groupe Publicis employees and corporate officers.
The maximum nominal amount of the capital increase that may be carried out under these two delegations of authority will not exceed 2.8 million euro. This maximum amount will be set against the total maximum amount of 30 million euro.
If the Board of Directors decides to carry out one or more capital increases pursuant to these authorizations, the subscription price shall be set in accordance with the terms set forth in the resolution. This price will be based on a maximum discount of 30% applied to the average opening price of the shares over the twenty trading sessions preceding the decision. The Board may reduce or cancel this discount at its discretion.
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, and pursuant to Articles L. 3332-18 to L. 3332-24 of the French Labor Code and Articles L. 225-129 et seq., L. 225-138, L. 225-138-1, L. 228-91 et seq. of the French Commercial Code: