(Capital increase through the capitalisation of reserves or profits, or share or contribution premiums)
The Extraordinary General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, after having taken cognizance of the Board of Directors’ report :
- delegates to the Board of directors, subject to the adoption of the first and second resolutions, its power to increase, on one or more occasions, the share capital within the limit of the maximum nominal amount of €1 billion through the successive or simultaneous capitalisation of all or part of the reserves, profits or share, merger or contribution premiums to be carried out by creating and allocating free shares, by raising the par value of shares, or by using both of these methods;
- resolves that fractional entitlements will not be negotiable and that the corresponding shares shall be sold; the revenue from the sale shall be allocated to entitlement holders no later than thirty days after the registration on their account of the whole number of allocated shares;
- resolves that the Board of Directors shall have full powers, with power of subdelegation to the Chief Executive Officer or in agreement with the Chief Executive Officer, to one or more Chief Operating Officers, under the conditions set by law, for the purpose, where appropriate, of determining the dates and terms of the issues, setting the amounts to be issued and more generally taking all measures to ensure the proper completion, carry out all acts and formalities for the purpose of finalising the corresponding capital increase(s) and carrying out the corresponding amendments to the Articles of Association.
The authorisation thus granted to the Board of Directors is valid, as of this Meeting, for a period of 26 months and as of this day, invalidates the authorisation granted by the eighteenth resolution of the Combined General Meeting of 21 May 2008.
Presentation of the resolution
The fourth resolution authorizes the Board of Directors to increase the share capital by incorporating reserves within the limit of €1 billion. This action would thus lead to the creation and free allocation of shares and/or an increase in the par value of existing shares, both ordinary and preferred. This resolution would update, taking into consideration the existence of ordinary as well as of preferred shares, the similar resolution adopted by the General Meeting of Shareholders on May 21, 2008.