- 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 to:
- determine the amount and nature of the sums to be capitalized; set the number of new shares to be issued and/ or the amount by which the nominal amount of existing shares is to be increased; set the date (which may be retroactive) from which the new shares will carry rights and the date on which the increase in the par value of existing shares will take effect,
- if new shares are issued, decide that (i) rights attached to fractional shares will not be tradable, and that the corresponding shares will be sold and the proceeds of sale allocated to the holders of said rights as required by the applicable laws and regulations, and (ii) any bonus shares allocated pursuant to this delegation on the basis of existing shares that carry double voting rights and/or the right to a dividend premium will also be eligible for these rights as from their issue date,
- 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 required in order to safeguard the rights of holders of securities carrying rights to the Company’s capital,
- record the completion of each capital increase and amend the bylaws accordingly,
- charge costs incurred in the capital increases to the amount of the premiums arising in respect of said increases and transfer from this amount the necessary sums to the legal reserve,
- generally enter into all agreements, take all appropriate measures and carry out all formalities necessary for the issue, listing and service of the securities issued pursuant to this delegation of powers and for the exercise of all related rights;
- 5. acknowledges that this delegation of powers cancels with effect from this day the delegation granted for the same purpose in the twenty-first resolution of the Combined Annual Shareholders Meeting of January 21, 2020.
Nineteenth resolution
(DELEGATION OF POWERS FOR THE BOARD OF DIRECTORS TO INCREASE THE COMPANY'S SHARE CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES CARRYING IMMEDIATE OR DEFERRED RIGHTS TO THE COMPANY'S CAPITAL, WITH SUCH ISSUE(S) RESERVED FOR MEMBERS OF EMPLOYEE SHARE PURCHASE PLANS, WITHOUT PREFERENTIAL RIGHTS FOR EXISTING SHAREHOLDERS)
Having considered the Board of Directors’ Report and the Statutory Auditors’ Special Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meeting and in accordance with articles L.225-129 et seq., L.22-10-49 et seq. and L.225-138-1 of the French Commercial Code, and articles L.3332-18 to L.3332-24 of the French Labor 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, by issuing ordinary shares and/ or securities carrying immediate or deferred rights to the Company’s capital to members of one or more employee share purchase plans (or any other plan permitted under articles L.3332-1 et seq. of the French Labor Code or any other similar laws or regulations providing for employee rights issues) set up by the Group (comprising the Company and the French or foreign companies included in the Company’s consolidated or combined financial statements), in accordance with article L.3344-1 of the French Labor Code. Such issue(s) may be carried out in France or elsewhere and in the amounts and on the dates the Board deems fit, in euro or in any other currency or monetary unit established by reference to a basket of currencies;
- 2. sets the duration of the validity of this delegation of powers at twenty-six (26) months from the date of this meeting and resolves to cancel, with effect from this day, the delegation granted for the same purpose in the twenty-second resolution of the Combined Annual Shareholders Meeting of January 21, 2020;
- 3. resolves that the total number of new shares that may be issued pursuant to this delegation of powers may not represent more than 1.5% of the share capital as of the date of the decision made by the Board of Directors. This ceiling (i) will be included in the global ceiling set in the seventeenth resolution (provided it is adopted), i.e., a maximum total nominal amount of 85 million euro, 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;
- 4. resolves that the issue price of the new shares or securities carrying rights to the Company’s capital that may be issued pursuant to this delegation of powers will be determined under the conditions set forth in articles L.3332-19 et seq. of the French Labor Code and will be equal to at least 80% of the average of the opening prices of the Company’s shares on Euronext Paris over the twenty trading days preceding the day on which the decision is made setting the opening date for subscription by the members of an employee share purchase plan (or similar plan).The Board of Directors may, at its discretion, reduce or cancel the aforementioned discount, within the limits set by the applicable laws and regulations, in order to allow, inter alia, for compliance with local legal, accounting and tax regimes and labor laws;
