(Authorisation to increase the capital by capitalising retained earnings, profits or additional paid-in capital)
Having read the report of the Board of directors, the Extraordinary General Meeting:
- grants powers to the Board of directors to increase the share capital, on one or more occasions, within the limit of a maximum par value of EUR 1 billion by capitalising all or part of the retained earnings, profits or additional paid-in capital, successively or simultaneously, through the creation and award of free shares, through an increase in the par value of existing shares, or through a combination of these two methods;
- resolves that any rights to fractions of shares will be non-transferable and the corresponding shares will be sold; proceeds from the sale will be allocated to the holders of rights to fractions of shares, at the latest 30 days following the date on which the whole number of shares to which they are entitled is recorded in their share account;
- resolves that the Board of directors will have full powers to determine, where necessary, the issue dates, terms and conditions, set the number of shares to be issued and, more generally, take all the necessary steps to ensure the smooth completion of the issue, complete all the necessary acts and formalities to effect the corresponding capital increase(s) and make the corresponding amendments to the articles of association, with the possibility to delegate such powers to the Chief Executive Officer or, with the latter’s consent, to one or more Chief Operating Officers, under the conditions set by law;
- resolves, lastly, that this authorisation cancels and replaces the unused portion of any earlier authorisations to the same effect.
The powers granted to the Board of directors pursuant to this resolution will be valid for a period of twenty-six months from the date of this Meeting.
Presentation of the resolution:
In the eighteenth resolution, the Board of directors is seeking authorisation to increase the share capital by capitalising retained earnings, profits and additional paid-in capital within the limit of a maximum par value of EUR 1 billion. This will lead to the creation and award of free shares and/or to an increase in the par value of existing shares.