- 2. sets the duration of the validity of this delegation of powers at twenty-six (26) months from the date of this meeting, specifying, however, that it may not be used by the Board of Directors when a public tender off er for the Company’s shares is in progress;
- 3. resolves that if the Board of Directors uses this delegation of powers:
- the maximum total nominal amount of capital increases that may be carried out pursuant to (i) this delegation of powers and (ii) the eighteenth and nineteenth resolutions (provided said resolutions are adopted) is 85 million euro (or the equivalent of this amount in any other currency or monetary unit established by reference to a basket of currencies). This ceiling will not include any additional amount representing shares to be issued in order to safeguard the rights of holders of securities carrying rights to the Company’s capital, as required by the laws and regulations in force and/or any applicable contractual provisions,
- the total nominal amount of debt securities carrying immediate or deferred rights to the Company's capital that may be issued may not exceed 1 billion euro or the equivalent of this amount in any other currency or monetary unit established by reference to a basket of currencies,
- shareholders may exercise, under the conditions provided for by law, their preferential subscription right on an irreducible basis, the Board of Directors having the right to confer on shareholders the right to subscribe on a pro-rated basis a number of ordinary shares or securities greater than that which they could subscribe irreducibly, in proportion to the subscription rights they have and, in any event, within the limits of their request,
- if irreducible subscriptions and any pro-rated subscriptions do not absorb the entire issue, the Board of Directors may take one or more of the courses of action provided for in article L.225-134 of the French Commercial Code, in the order it deems fit,
- any decision to issue securities carrying rights to the Company’s capital will entail the explicit waiver by shareholders, in favor of holders of the securities issued, of their preferential rights to the equity instruments to which the securities issued will entitle them;
- 4. acknowledges that this delegation of powers gives the Board of Directors or its duly authorized representative full powers to implement this resolution and in particular, at its sole discretion, to set the terms of issue, the nature, number and characteristics of securities carrying rights to the Company’s capital (including the dividend entitlement date of the issued securities, which may be retroactive), the procedures for allocating the equity instruments to which these securities entitle their holders, and the dates on which allocation rights may be exercised, to charge the costs related to the capital increase(s) against the premiums pertaining thereto and transfer from this amount the necessary sums to the legal reserve, make any and all adjustments required in order to take into account the impact of any transactions affecting the Company’s capital or equity and to determine any other procedures necessary to safeguard the rights of holders of securities carrying rights to the Company’s capital (including through cash adjustments), provide for the possibility to suspend the exercise of the rights attached to the securities issued or to be issued in compliance with legal and regulatory provisions, record the completion of capital increases and amend the bylaws accordingly, carry out the necessary formalities, enter into all agreements notably in order to complete the planned issues take all appropriate measures and carry out all formalities necessary for the issue, listing and service of the securities issued in accordance with this delegation of powers and for the exercise of all related rights, and generally do all that is necessary;
- 5. acknowledges that this delegation of powers cancels with effect from this day the delegation granted for the same purpose in the twentieth resolution of the Combined Annual Shareholders Meeting of January 21, 2020;
- 6. acknowledges that if the Board of Directors uses the delegation of powers given to it herein, it will report on this utilization to the next Ordinary Shareholders Meeting, as required under the applicable laws and regulations.
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Eighteenth resolution
(DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY CAPITALIZING PREMIUMS, RESERVES OR PROFIT)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with articles L.225-129 to L.225-129-2, L.225-130 and L.22-10-50 of the French Commercial Code:
- 1. delegates to the Board of Directors with powers to subdelegate within the law the power to increase the Company’s capital on one or more occasions, in the amounts and on the dates it deems fit, by capitalizing all or part of the premiums, reserves or profit whose capitalization is permitted by law and the Company’s bylaws, in the form of allocating new bonus shares or by increasing the par value of existing shares, or by a combination of the two procedures;
- 2. sets the duration of the validity of this delegation of powers at twenty-six (26) months from the date of this meeting, specifying, however, that it may not be used by the Board of Directors when a public tender offer for the Company’s shares is in progress;
- 3. resolves that if the Board of Directors uses this delegation of powers, the maximum nominal amount of capital increases that may be carried out pursuant to this delegation is 85 million euro (or the equivalent of this amount in any other currency or monetary unit established by reference to a basket of currencies).This ceiling (i) will be included in the global ceiling of 85 million euro set in the seventeenth resolution (provided said resolution is adopted) or any other global ceiling set in a future resolution adopted while this delegation of powers remains in force, and (ii) will not include any additional amount representing shares to be issued in order to safeguard the rights of holders of securities carrying rights to the Company’s capital, as required by the laws and regulations in force and/or any applicable contractual provisions;
