(Increase in share capital by the capitalisation of reserves or profits, share or contribution premiums)
Ruling under the quorum and majority conditions required for the Ordinary General Meetings, after having taken note of the report of the Board of Directors and in accordance with the provisions of Article L. 225-130 of the Commercial Code, the Extraordinary General Meeting :
- delegates to the Board of Directors its power for the purpose of increasing, in one or several instalments, the share capital within the limit of a maximum par value of € 1 billion by the capitalisation, successive or simultaneous, of all or some of the reserves, profits or issue, merger or contribution premiums, to be made by the creation or allocation of free shares or by the increase in the par value of the shares or by the joint use of these two processes;
- decides that the rights forming share fractions shall be neither negotiable nor transferable and that the corresponding shares shall be sold. The amounts produced by the sale shall be allocated to the holders of the rights at the latest thirty days after the date of registration in their account of the whole number of shares allocated;
- decides that the Board of Directors shall have full powers, with the right of redelegation to the Chief Executive Officer or, in agreement with the latter, to one or several Deputy Chief Executive Officers under the conditions stipulated by the law, for the purpose, if need be, of deciding on the dates and conditions of the issues, fixing the amounts to issue and, more generally, of taking all the measures to ensure the success thereof, carrying out any acts and formalities with a view to completing the corresponding increase or increases in share capital and making the corresponding amendments to the Articles of Association.
The delegation thus granted to the Board of Directors is valid for a period of 26 months from the date of this Meeting and invalidates any prior delegation for the same purpose for the unused amounts.
Presentation of the resolution
The seventeenth resolution provides that the Board of Directors would be authorised to increase the share capital by the capitalisation of reserves, within the limit of a maximum par value of € 1 billion. This operation would then entail the creation and free allocation of shares and/or the increase in the par value of the existing shares.