Assystem - 2018 Register document
ANNUAL GENERAL MEETING OF 16 MAY 2019
TEXT OF THE PROPOSED RESOLUTIONS
deems it appropriate, the above maximum discount may be assessed at the date on which the calculation formula is applied rather than the pricing date; ● the issue price of securities carrying rights to shares must be set in such a way that the amount received by the Company at the time of issue plus the amount to be received on conversion, exchange, redemption or exercise of said securities is, for each share issued, at least equal to the issue price defined above, RESOLVE that the Board of Directors will have full powers to use this authorisation in accordance with the terms and conditions provided for in the resolution(s) used to carry out the issue(s) concerned. EIGHTEENTH RESOLUTION Authorisation for the Board of Directors to increase the amount of issues of ordinary shares or other securities carried out, with or without pre- emptive subscription rights for existing shareholders, pursuant to the fourteenth to sixteenth resolutions above Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129, L. 225-129-2, L. 225-135-1, L. 228-91, L. 228-92 and L. 228-93 of the French Commercial Code, the shareholders, AUTHORISE the Board of Directors to increase the number of securities issued in the event of issues carried out with or without pre-emptive subscription rights pursuant to the fourteenth to sixteenth resolutions above, in accordance with the terms and conditions set out in Articles L. 225-135-1 and R. 225-118 of the French Commercial Code (at the date of this Meeting said Articles provide that the additional securities must be issued within thirty days of the close of the original subscription period, at the same price as for the original issue, and may not represent more than 15% of the original issue amount). Any shares issued pursuant to this authorisation will rank pari passu with existing shares, except for differences in cum-rights dates, RESOLVE that the nominal amount of any capital increase(s) carried out pursuant to this resolution will be included in the €4,500,000 blanket ceiling for the capital increases that may be carried out under the fourteenth to sixteenth resolutions above. This ceiling does not include the nominal amount of any additional shares or other securities that may be issued pursuant to the applicable laws and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares, NOTE that if the Board of Directors uses this authorisation, it will report thereon at the following Annual General Meeting in accordance with the applicable laws and regulations, RESOLVE that this authorisation is given for a period of 26 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose.
deduct from said premiums the amounts necessary to increase the legal reserve to 10% of the new capital after each operation; ● take any and all decisions relating to the admission to trading of the issued securities on Euronext Paris; and ● more generally, take all necessary measures, enter into any commitments and carry out any formalities required for the successful completion of the issue(s) and the resulting capital increase(s), and amend the Company’s Articles of Association to reflect the new capital, NOTE that if the Board of Directors uses this authorisation, it will report thereon at the following Annual General Meeting in accordance with the applicable laws and regulations, RESOLVE that this authorisation is given for a period of 26 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. SEVENTEENTH RESOLUTION Authorisation for the Board of Directors to set the issue price for issues of ordinary shares and/or equity securities carrying rights to other equity securities of the Company or to the allocation of debt securities and/or securities carrying rights to new shares, carried out without pre-emptive subscription rights for existing shareholders, subject to a ceiling of 10% of the Company’s capital and the ceilings set at the Annual General Meeting Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with paragraph 1 of Article L. 225-136 of the French Commercial Code, the shareholders, GRANT the Board of Directors a 26-month authorisation as from the date of this Meeting – which may be delegated – whereby for issues carried out pursuant to the fifteenth and sixteenth resolutions, it will have full powers to decide not to apply the pricing conditions provided for in said resolutions and instead to set the issue price of the securities concerned in accordance with the conditions described below. The issues for which the Board of Directors may set the issue price in this way will be subject to a ceiling representing 10% of the Company’s capital (as at the issue date) in any given 12-month period. The applicable conditions will be as follows: ● the issue price of ordinary shares must be at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date, less a maximum discount of 20%. In all circumstances the amount received for each share must be at least equal to the par value. For issues of securities carrying rights to shares, the issue price of the shares resulting from the exercise, conversion or exchange of the rights attached to the securities may be set, at the discretion of the Board, using a calculation formula chosen by the Board and applicable subsequent to the issue of said securities (for example at the time of their exercise, conversion or exchange). In such a case, if the Board
REGISTRATION DOCUMENT 2018
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