FFP_REGISTRATION_DOCUMENT_2017
6
ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018
Statutory Auditors’ special reports
Statutory Auditors’ report on the capital increase reserved for members of a corporate savings plan
Ordinary and Extraordinary General Meeting of 17 May 2018
To the Shareholders, In our capacity as the Company’s Statutory Auditors and in accordance with the duty provided for in articles L. 225-135 et seq. of the French Commercial Code, we hereby report to you on the proposal to delegate powers to the Board of Directors to decide to carry out a capital increase through the issue of ordinary shares without pre-emption rights for shareholders reserved for members of the Group’s Corporate Savings Plan(s) in an amount not exceeding €500,000, which is submitted for your approval. This capital increase is submitted for your approval in accordance with the provisions of articles L. 225-129-6 of the French Commercial Code and L. 3332-18 et seq. of the French Labour Code. The Board of Directors proposes, on the basis of its report, that it be authorised for a period of 26 months, to decide to carry out an increase in capital and that pre-emption rights be disapplied. If applicable, it will determine the final terms and conditions of this issue. It is the Board of Directors’ responsibility to prepare a report in accordance with articles R. 225-113 and R. 225-114 of the French Commercial Code. Our role is to issue our opinion on the fairness of the quantitative information taken from the financial statements, on the proposed disapplication of pre-emption rights and on certain other disclosures related to the share issue provided in the report. We have performed the procedures we deemed necessary to comply with the professional guidelines issued by the French national auditing body (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in verifying the information provided in the Board of Directors’ report relating to the issue and the methods for determining the issue price of the shares. Subject to a subsequent review of the terms and conditions of the capital increase decided upon, we have no matters to report as to the methods for determining the issue price of the ordinary shares to be issued provided in the Board of Directors’ report. Since the final terms and conditions of the capital increase have not yet been determined, we do not express an opinion on these terms and conditions and, consequently, on the proposed disapplication of pre-emption rights submitted for your approval. In accordance with article R. 225-116 of the French Commercial Code, we will prepare an additional report, where appropriate, upon use of this authorisation by the Board of Directors.
Signed in Courbevoie and Paris, 11 April 2018 The Statutory Auditors
SEC3
MAZARS
Philippe Spandonis
Virginie Chauvin
200
FFP
2017 REGISTRATION DOCUMENT
Made with FlippingBook - professional solution for displaying marketing and sales documents online