FFP_REGISTRATION_DOCUMENT_2017
ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018
Resolutions to be proposed at the Ordinary and Extraordinary General Meeting of 17 May 2018
existing share capital, shares in the Company and/or equity securities conferring rights to the share capital in consideration for contributions in kind made to the Company and consisting of equity securities or negotiable securities conferring rights to the share capital where the provisions of article L. 225-148 of the French Commercial Code do not apply; 2/ resolves that issues of shares made pursuant to this delegation of authority will count against the upper limits referred to in the Twenty-eighth resolution hereinbelow; 3/ acknowledges that the Company’s shareholders will not have a pre-emption right on shares to be issued pursuant to this delegation of authority, with the latter intended solely as consideration for contributions in kind, and acknowledges that this authorisation automatically entails the disapplication by shareholders of their pre-emption right to the Company’s shares to which the negotiable securities to be issued pursuant to this authorisation may carry entitlement; 4/ gives powers to the Board of Directors to implement this authorisation, approve the value of the contributions, write off expenses arising from capital increases against the amount of premiums arising from these increases and amend the Articles of Association accordingly. This delegation of powers is granted for a period of 26 months with effect from the date of this General Meeting. TWENTY-SIXTH RESOLUTION (Delegation of powers to the Board of Directors for a period of 26 months to issue shares, and/or equity securities conferring rights to other equity securities or to the allotment of debt securities, and/or negotiable securities conferring rights to a fraction of the Company’s share capital to be issued or, provided that the first security is a share, to the allotment of debt securities in consideration for securities tendered to any public exchange offer initiated by the Company) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with articles L. 225-148, L. 225-129 and L. 228-92 of the French Commercial Code: 1/ delegates to the Board of Directors its authority to decide to issue, on one or more occasions, shares, equity securities conferring rights to other equity securities or to the allotment of debt securities, in consideration for securities tendered to any public exchange offer initiated in or outside France by the Company in shares of another company admitted to trading in one of the regulated markets stated in said article L. 225-148; 2/ resolves that the total nominal amount (excluding issue premiums) of increases in capital that may be effected through the issuance of shares or negotiable securities conferring rights to the Company’s share capital or, subject to the former securities being shares, carrying entitlement to the allotment of debt securities, may not exceed €10,000,000, it being stipulated that:
Company, plus, where appropriate, that, which may be received subsequently by it, either for each share in the Company as a result of the issue of these negotiable securities, at least equal to the weighted average price of the share in the final two sessions on the regulated market of Euronext Paris preceding (i) the determination of the issue price of said negotiable securities conferring rights to the share capital, or (ii) the issue of shares resulting from the exercise of rights to the allotment of shares attached to said negotiable securities conferring rights to the share capital where the allotment is exercisable at the Company’s discretion after adjustment, where appropriate, of this amount to reflect the difference in cum-rights date, less a discount, where appropriate, not exceeding 5%; O the maximum nominal amount of the capital increase resulting from implementation of this resolution may not exceed 10% of the share capital per 12-month period and the upper limit set by the Twenty-eighth resolution, against which it counts. This authorisation is granted for a period of 26 months with effect from the date of this General Meeting. TWENTY-FOURTH RESOLUTION (Delegation of powers to the Board of Directors, for a period of 26 months, for the purpose of increasing the number of shares to be issued in the event of a capital increase with or without pre-emption rights for shareholders in connection with overallotment options should subscriptions exceed the proposed number of shares) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report and the Statutory Auditors’ special report, delegates authority to the Board of Directors, in connection with issues decided pursuant to the delegations of authority granted to the Board of Directors pursuant to the preceding Twentieth, Twenty-first and Twenty-second resolutions, to increase the number of securities to be issued provided for in the initial issue, in accordance with the provisions of articles L. 225-135-1 and R. 225-118 of the French Commercial Code, subject to the upper limits provided for in said resolutions and for the period of validity of said resolutions. TWENTY-FIFTH RESOLUTION (Delegation of powers to the Board of Directors for a period of 26 months for the purpose of issuing shares and/or equity securities conferring rights to other equity securities of the Company or carrying entitlement to the allotment of debt securities as consideration for contributions in kind of equity securities or negotiable securities conferring rights to the share capital not exceeding 10% of the share capital) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with article L. 225-147 sub-para. 6 of the French Commercial Code: 1/ delegates the requisite powers to the Board of Directors to issue, subject to an upper limit of 10% of the Company’s
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FFP
2017 REGISTRATION DOCUMENT
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