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Shareholders’ Meeting
Presentation of the resolutions
financial statements under article
L.
3344-1 of the French labor
The Board of Directors may also replace all or part of the discount
code;
through the grant of free shares or other securities, in existence or to
be issued, giving access to the Company’s share capital, it being
recognizes that this authorization will constitute a waiver by existing
●
understood that the total advantage resulting from this allotment and,
shareholders of their preferential subscription rights in respect of
if applicable, the discount described above, shall not exceed the
new shares, in favor of holders of equity securities or securities to be
benefit that members of the Company savings plan would have
issued under this resolution;
enjoyed if this difference had been 20%.
resolves that the subscription price for the new shares will be at
●
The Board of Directors may proceed, in accordance with
least 80% of the average of the opening price of existing shares on
article
L.
3332-21 of the French labor code, with the grant of free
the Euronext Paris market over the 20 trading days immediately
shares as well as equity securities or securities conferring access to the
preceding the date on which the issue price is set. However, the
share capital of the Company, by way of subscription, and/or in lieu of
Shareholders’ Meeting expressly authorizes the Board of Directors
the discount.
to reduce the aforementioned discounts within the legal and
regulatory limits so as to take account, where required, of locally
This authorization is granted for a period of twenty-six months from
applicable legal, accounting, tax and social security regimes
the date of this meeting and supersedes the authorization granted by
provisions in the country of residence of members of a savings plan the Shareholders’ Meeting on June 11, 2015.
who are beneficiaries of the share capital increase.
Sixteenth resolution: amendment of article 20 of the Company's Articles of
Association
Statement of reasons
The amendment to article
20 of the Company’s Articles of Association public policy, and are effective even in the absence of provisions in the
has to objective to remove the reference to the time periods to be taken Articles of Association.
into account to participate in the meeting of shareholders. The Accordingly, it is proposed that the Shareholders’ Meeting remove any
provisions of the French commercial code on this issue are a matter of
reference to the time periods to be taken into account.
Sixteenth Resolution
(Amendment to article 20 of the Company’s Articles of Association)
The Shareholders’ Meeting, deliberating under the conditions required for extraordinary shareholders’ meetings as to quorum and majority, after
having reviewed the report of the Board of Directors, resolves to amend article 20 of the Company’s Articles of Association as follows:
Current version
Proposed new version
All shareholders are entitled to attend Shareholders’ Meetings in
1.
All shareholders are entitled to attend Shareholders’ Meetings in
1.
person or by proxy, upon presentation of proof of identity and
person or by proxy, upon presentation of proof of identity and
share ownership, in the form and at the place indicated in the
share ownership, in the form and at the place indicated in the
notice of meeting, by no later than midnight Paris time three
notice of meeting, in the conditions set forth under applicable
business days prior to the date of the Shareholders’ Meeting.
laws and regulations.
(…)
(…)
The proxy or vote thus cast electronically prior to the
The proxy or vote thus cast electronically prior to the
Shareholders’ Meeting, as well as the acknowledgement of receipt
Shareholders’ Meeting, as well as the acknowledgement of receipt
provided, will be considered irrevocable documents that are valid
provided, will be considered irrevocable documents that are valid
against all persons, it being specified that, in case of a transfer of
against all persons, it being specified that, in case of a transfer of
shares occurring prior to midnight Paris time of the third business
shares occurring prior to the deadline set forth under applicable
day preceding the Shareholders’ Meeting, the Company will
laws and regulations, the Company will invalidate or modify
invalidate or modify accordingly, depending on the situation, the
accordingly, depending on the situation, the proxy or vote cast
proxy or vote cast prior to the said date and time.
prior to the said date and time.
The other provisions of article 20 remain unchanged.
2015 REGISTRATION DOCUMENT
281