In the sixteenth resolution, shareholders are invited to renew, for a 26-month period, the authorization for the Board of Directors to reduce the Company’s share capital by canceling treasury shares. The capital reductions carried out pursuant to this authorization in any 24-month period would be subject to the same ceiling as that provided for in the fifteenth resolution, i.e. 5% of the Company’s share capital.
The previous authorization granted at the Annual Shareholders Meeting of January 21, 2020 for the same purpose was not used by the Board.
In order to ensure the financing of the investments required for the Group’s growth, in the seventeenth resolution, shareholders are invited to renew, for a 26-month period, the delegation of powers granted to the Board of Directors to decide to issue at any time other than when a public tender offer for the Company’s shares is in progress shares and/or other securities carrying rights to the Company’s shares or to the allocation of debt securities, with preferential subscription rights for existing shareholders.
Pursuant to this resolution, if an issue is not taken up in full by shareholders exercising their preferential subscription rights, the Board of Directors would be able to offer all or some of the unsubscribed shares or other securities on the open market.
The subscription price of the shares and/or other securities that may be issued under this delegation of powers would be set by the Board of Directors, in accordance with the applicable laws and regulations and standard market practices.
The maximum nominal amount of the capital increases that could be carried out pursuant to this resolution would be set at 85 million euro (representing approximately 14% of the Company’s share capital) and the maximum nominal amount of any debt securities issued would be 1 billion euro. The 85 million euro ceiling would include the amounts of any capital increases carried out pursuant to the eighteenth and nineteenth resolutions below by capitalizing premiums, reserves or profit or by issuing shares and/or other securities to members of an employee share purchase plan.
The previous delegation of powers granted at the Combined Annual Shareholders Meeting of January 21, 2020 for the same purpose was not used by the Board.
The purpose of the eighteenth resolution is to renew, for a 26-month period, the delegation of powers granted to the Board of Directors to decide to carry out at any time other than when a public tender offer for the Company’s shares is in progress one or more capital increases by capitalizing eligible amounts as provided for in the applicable laws and the Company’s bylaws (premiums, reserves or profit). The amount of the capital increases that may be carried out pursuant to this resolution would be included in the 85 million euro ceiling set in the seventeenth resolution.
The Board of Directors would have full powers to use this delegation of powers, and in particular to set the amount and nature of the amounts to be capitalized and the number of new shares to be issued.
The previous delegation of powers granted at the Combined Annual Shareholders Meeting of January 21, 2020 for the same purpose was not used by the Board.
