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Shareholders’ Meeting
Statutory Auditors' special reports
Report concerning the issue of shares or marketable securities
8.3.4
granting access to share capital, reserved for members of a
Company savings plan
Combined Shareholders’ Meeting of May 17, 2016
decide a share capital increase, on one or more occasions, and to
cancel your preferential subscription rights to the shares and
Fifteenth resolution
marketable securities to be issued. Where applicable, it will determine
This is a free translation into English of a report issued in the French
the final terms and conditions of this transaction.
language and is provided solely for the convenience of English-speaking
It is the responsibility of the Board of Directors to prepare a report in
readers. This report should be read in conjunction and construed in
accordance with Articles
R.
225-113
et seq.
of the French commercial
accordance with French law and professional auditing standards
code. Our role is to express an opinion on the fair presentation of the
applicable in France.
quantified information extracted from the accounts, on the proposed
To the shareholders,
cancellation of preferential subscription rights and on certain other
information concerning the issue, contained in this report.
As Statutory Auditors of your Company and pursuant to the duties set
forth in Articles
L.
228-92 and L.
225-135
et seq.
of the French We conducted the procedures we deemed necessary in accordance
commercial code, we hereby report to you on the proposed delegation with the professional guidelines of the French National Institute of
of authority to the Board of Directors to increase the share capital, on Statutory Auditors (
Compagnie nationale des Commissaires aux
one or more occasions, through the issue of shares or other equity
comptes
) applicable to our engagement. These procedures consisted in
securities or marketable securities granting immediate or future access
verifying the content of the Board of Directors’ report regarding this
to the Company’s share capital, with cancellation of preferential
transaction and the rules for determining the issue price of the equity
subscription rights, reserved for members of a Company savings plan securities to be issued.
set-up within the Group comprising your Company and the French and
Subject to a subsequent review of the terms and conditions of the
foreign companies included in the consolidation scope of the
issues decided, we have no matters to report on the rules presented in
Company’s financial statements in accordance with Article
L.
3344-1
the Board of Directors’ report for determining the issue price of equity
of the French labor code (
Code du travail
), a transaction on which you
securities to be issued.
are asked to vote.
As the final terms and conditions under which the issues would be
The maximum par value amount of the share capital increases that
carried out have not been determined, we cannot express an opinion
may be carried out, immediately or in the future, is 35 million euros, it
on them and, therefore, on the proposed cancellation of preferential
being stipulated that this amount will be charged against the overall
subscription rights.
ceiling of 500
million euros specified in the nineteenth resolution
adopted by the Shareholders’ Meeting of June 11, 2015.
In accordance with Article
R.
225-116 of the French commercial code,
we will prepare an additional report, where applicable, when these
Shareholders are asked to approve these share capital increases
delegations are used by your Board of Directors in the event of issues of
pursuant to Article
L.
225-129-6 of the French commercial code and
shares and marketable securities consisting of equity securities
Article
L. 3332-18
et seq.
of the French labor code (
Code du travail
).
granting access to the Company’s share capital and in the event of
Based on its report, the Board of Directors proposes that shareholders
issues of marketable securities granting access to equity securities to
delegate to it, with the ability of sub-delegation, for a period of 26 be issued.
months from the date of the Shareholders’ Meeting, the authority to
The Statutory Auditors
Courbevoie, Paris-La Défense and Neuilly-sur-Seine, April 15, 2016
MAZARS
KPMG SA
DELOITTE & ASSOCIÉS
Pierre Sardet
Patrick-Hubert Petit
Arnaud de Planta
David Chaudat
Caroline Bruno-Diaz
2015 REGISTRATION DOCUMENT
287