In the sixteenth resolution, shareholders are invited to renew the authorization granted to the Board of Directors to reduce the 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., 10% of the Company’s share capital. This authorization would be granted for a period of twenty-six (26) months.
The previous authorization granted at the Annual Shareholders' Meeting of December 14, 2021 for the same purpose was not used by the Board of Directors.
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' Meetings and in accordance with articles L.22-10-62 et seq. of the French Commercial Code, authorizes the Board of Directors to cancel, on one or more occasions, some or all of the shares purchased by the Company under the shareholder-approved share buyback program and to reduce the share capital accordingly. The canceled shares may not represent more than 10% of the total number of shares making up the Company’s share capital as of the date of this Shareholders’ Meeting (i.e., as an indication, a maximum of 14,745,488 shares as of August 31, 2022) in any period of twenty-four (24) months.
The Shareholders’ Meeting gives full powers to the Board of Directors – with powers to subdelegate within the law – to perform such transactions relating to the cancellation and reduction of capital as may be required pursuant to this authorization, and in particular to charge the difference between the purchase price of the cancelled shares and their nominal amount against the related premiums or available reserves, including the legal reserve up to the equivalent of 5% of the cancelled capital, to amend the bylaws accordingly, to make all filings and carry out other formalities, and generally do all that is necessary.
The Shareholders’ Meeting acknowledges that this authorization is granted for a period of twenty-six (26) months from the date of this Meeting and cancels, with effect from this day, any unused portion of the authorization granted for the same purpose in the sixteenth resolution of the Combined Annual Shareholders' Meeting of December 14, 2021.
The seventeenth resolution is a standard resolution conferring powers to complete all legal formalities and filings relating to the resolutions approved at the Annual Shareholders' Meeting.
The Shareholders’ Meeting confers full powers on the bearer of an original, copy or extract of the minutes of this Shareholders’ Meeting to carry out all filing and publication formalities required by law.
