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Shareholders’ Meeting
Presentation of the resolutions
to perform and determine the terms and conditions for the
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and, generally, take all necessary measures, enter into all
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cancellation of shares;
agreements and carry out all formalities in order to successfully
complete the proposed share capital reduction, record its
to modify accordingly the Company’s Articles of Association;
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completion and subsequently amend the Company’s Articles of
deduct the difference between the carrying value of the cancelled
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Association.
shares and their par value on all reserves or premiums;
This authorization is granted for a period of twenty-fourth months
from the date of this Shareholders' Meeting. It supersedes the
authorization granted by the Shareholders’ Meeting on April 15, 2014.
Fourteenth resolution: allotment of free of charge existing shares or to issue
existing Company shares reserved to salaried personnel and to executive officers
of the Company and its subsidiaries
Statement of reasons
The Group remuneration policy aims to build loyalty and motivate the of the Company’s share capital on the day of the Board of Directors’
Group’s talent, and give to salaried personnel a stake in its
allocation decision.
performance. The Group wishes to grant free of charge shares to The Board of Directors shall determine the identity of the beneficiaries
executive directors, top management and certain high-performing of free share allocations as well as the conditions and, where
salaried personnel that the Group wishes to recognise for their
applicable, the criteria for allocating the shares.
performance and commitment.
The vesting of shares shall be linked to fulfillment of performance
On recommendation of the Remunerations Committee, the Board of
conditions defined by the Board of Directors at the time of the
Directors asks that the Shareholders’ Meeting authorizes the allocation allocation.
of free shares of the Company, subject to performance conditions,
The allotment of shares to their beneficiaries will happen definitely by
reserved for salaried personnel and executive officers of the Company
the end of the acquisition period, the duration of which will be fixed by
and its subsidiaries, for a period of thirty-eight months. Preferential
the Board of Directors.The minimum duration of this acquistion period
subscription rights are cancelled by law.
can't be less than three years, being specified that the Board of Directors
The total number of free shares allocated shall not represent more may , if appropriate, impose a holding obligation for the shares which
than 0,8% of the share capital on the day of the Board of Directors’
duration will be fixed by the Board of Directors.
allocation decision.
This delegation would be granted for a period of 38 months from the
In accordance with the recommendations in the AFEP-MEDEF code,
date of the Shareholders’ Meeting. It would cancel and replace the
the Board of Directors has decided that the total number of free shares
authorization granted by the Shareholders’ Meeting of June 11, 2015.
allocated to the executive officers shall not represent more than 0.25%
Fourteenth Resolution
(Authorization granted for a period of 38 months to the Board of Directors to allot free
of charge existing shares or to issue to salaried personnel and to executive officers of the Company and its
subsidiaries, which would entail a waiver by the shareholders of their preferential subscription rights to the free
shares to be issued, up to 0.8% of the capital)
The Shareholder’s Meeting deliberating under the conditions required
capital where necessary by the incorporation of reserves, profits or
for extraordinary shareholders' meetings as to quorum and majority, in
premiums;
and
accordance with the provisions of articles
L.
225-197 of the French
resolves that the total number of shares free allotted to executive
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commercial code and having reviewed the report of the Board of
officers of the Company through this authorization cannot represent
Directors and the special report of the Auditors:
more than 0.25% of the share capital of the Company at the date of
the decision to allot.
authorizes the Board of Directors to make free allotments of existing
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shares or to issue shares to salaried personnel and executive officers
The Board of Directors will decide on the identity of the beneficiaries of
of the Company and/or companies or economic interest groups
the allotments as well as the terms and conditions and, if necessary,
directly or indirectly linked to the Company under the terms of
the criteria for allotment of the shares.
article
L. 225-197-2 of the French commercial code;
The Shareholders’ Meeting recognizes that this decision will happen
resolves that the total number of shares free allotted through this
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automatically, for the benefit of the beneficiaries of the allotted shares,
authorization cannot represent more than 0.8% of the share capital
in terms of the waiver by the shareholders on one hand of their
on the date of the decision of the Board of Directors, it being stated preferential subscription rights and on the other hand the issue
that this limit does not take into account future adjustments to be premiums which will be incorporated into the capital where new
made in order to conform with applicable regulatory and legislative shares are issued.
provisions and, when appropriate, to applicable contractual
The Shareholders’ Meeting resolves that the allotment of shares to
provisions, in order to preserve the rights of holders of securities or
their beneficiaries will happen definitely by the end of the acquisition
other rights giving access to capital. To this effect, the Shareholders’
period, the duration of which will be fixed by the Board of Directors.
Meeting authorizes the Board of Directors to increase the share
2015 REGISTRATION DOCUMENT
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