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Shareholders’ Meeting
Presentation of the resolutions
The minimum duration of this acquisition period can't be less than Full authority is granted to the Board of Directors to implement this
three years, being specified that the Board of Directors may, if
authorization, and notably to:
appropriate, impose a holding obligation for the shares which duration
decide on the terms and conditions or the plans and fix the
●
will be fixed by the Board of Directors.
conditions under which the shares will be issued;
The Shareholders’ Meeting resolves that the allotment of shares to the
implement the above or the increase in capital from the allotments
●
beneficiaries will be definitive before the end of the acquisition period
which may occur from using this delegation, where necessary by
in case of the invalidity of the beneficiaries corresponding to them incorporation of reserves, profit or premiums;
falling within the second or third of the categories set out in
if necessary provide for an adjustment in the number of shares
●
article
L. 341-1 of the French social security code.
granted where there are capital transactions and modify the Articles
The Shareholders’ Meeting resolves that the definitive allotment of
of Association accordingly.
shares must be linked to the fulfilment of performance conditions
This authorization is granted for a period of 38 months from the date
defined by the Board of Directors at the time they make their decision of this Shareholders’ Meeting. It supersedes the authorization granted
to allot.
by the Shareholders’ Meeting on June 11, 2015.
Fifteenth resolution: capital increase reserved for employees
Statement of reasons
Given that the Shareholders’ Meeting will be asked to authorise the This resolution provides for:
Board of Directors to allot free of charge existing shares or to issue to
a maximum nominal amount of the capital increase set at
●
salaried personnel and to executive officers of the Company and its
thirty-five
(35) million euros;
subsidiaries, the Board of Directors asks that the Shareholders’
this amount will be charged against the overall nominal ceiling of
●
Meeting renews, in the same conditions as last Shareholders’ Meeting
€500 million specified in the nineteenth resolution approved by the
the delegation of authority to increase the capital reserved for
Shareholders’ Meeting of June 11, 2015;
employees.
the subscription price for new shares will not be less than 80% of
●
The Group encourages employee savings in Company mutual funds by
the average share price quoted on NYSE Euronext Paris during the
offering a Group Savings Plan. In France, the Group also renewed its
20 trading sessions preceding the date of the decision that sets the
Group profit-sharing agreement in 2013 for a period of three years.
opening date of subscriptions;
At year-end, Group employees held 1% of the Company’s share capital
this delegation will automatically entail the shareholders’ waiver, in
●
and 1.76% of the votes through the Company mutual fund.
favor of the holders of marketable securities issued pursuant to this
resolution that give access to the Company’s share capital, of their
preferential right to subscribe for the shares to which these
marketable securities entitle their holders.
This delegation will be granted for a period of 26 months from the date
of this Shareholders’ Meeting. It cancels and replaces the authorization
granted by the Shareholders’ Meeting of June 11, 2015.
Fifteenth Resolution
(Authorization granted to the Board of Directors for a maximum period of 26 months in
order to increase the share capital, cancelling the preferential subscription rights of the shareholders, in favor of
employees who are members of a company savings plan, for a maximum nominal amount of €35 million)
The Shareholders’ Meeting, deliberating under the conditions required
resolution approved by the Shareholders’ Meeting on June 11, 2015
for extraordinary shareholders’ meetings as to quorum and majority, in
and that this amount will be increased, as may be necessary,
accordance with the provisions of articles
L.
225-129, L.
225-129-2
by
reason of
any adjustments made in accordance
with
applicable
to L. 225-129-6 and L. 225-138-1 of the French commercial code and
legislative and regulatory provisions and, as the
case may
be, of
articles
L. 3332-1 et seq. of the French labor code, having reviewed the
contractual stipulations to preserve the rights of holders of equity
report of the Board of Directors and the special report of the Statutory
securities, securities or other rights conferring access to share
Auditors:
capital;
resolves to cancel the preferential subscription rights of
●
delegates to the Board of Directors, with the option of
●
shareholders to the new shares or other securities to be issued
sub-delegation within the law, its authority to increase the share
giving rights to the share capital of the Company reserved for the
capital, on one or more occasions, at the time and under the terms
participants in one or more company savings plans (or any other
and conditions it will determine, to a maximum nominal amount of
plan
within the scope of article
L.
3332-18 of the
French
thirty-five (35) million euros by issuing shares as well as any other
labor
code, whereby a share capital
increase may be reserved under
equity securities or securities conferring immediate or deferred
equivalent conditions) which may be put in place within the Group
access to the share capital of the Company, and that this nominal
formed by the Company and the French and foreign companies,
amount shall be counted against the aggregate nominal value of five
included within the scope of consolidation of the Company’s
hundred (500)
million euros provided for in the nineteenth
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2015 REGISTRATION DOCUMENT