(the "Company") Proposed Resolutions of Ordinary and

SAFT GROUPE S.A.
A French joint stock corporation with a Management Board and a Supervisory Board
Share capital : € 26 605 032
Registered Office : 12 rue Sadi Carnot 93170 Bagnolet, France
Registered with the Bobigny companies Registry 481 480 465
(the "Company")
This is a free translation into English of the Proposed resolutions issued in French language
and is provided solely for the convenience of English speaking readers. In case of discrepancy
the French version prevails.
Proposed Resolutions of Ordinary and Extraordinary Shareholders’ Meeting of May 12,
2015
I – ORDINARY RESOLUTIONS
First resolution:
Approval of the parent company’s financial statements for the
year ended December 31, 2014
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, having considered the reports of the Management Board, the
Supervisory Board as well as the Statutory Auditors’ report on the financial statements for
the year ended December 31, 2014,
approve the parent company’s financial statements for the year ended December 31, 2014,
as presented, showing a net profit of € 2,125,764.85 and the transactions reflected or
described in such financial statements and presented in these reports.
Second resolution: Approval of the consolidated financial statements for the year
ended December 31, 2014
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, having considered the reports of the Management Board, the
Supervisory Board as well as the Statutory Auditors’ report on the consolidated financial
statements for the year ended December 31, 2014,
approve the consolidated financial statements for the year ended December 31, 2014, as
presented, which show a net profit of € 48,067,000, and the transactions reflected or
described in such financial statements and presented in these reports.
Third resolution:
Appropriation of net profit for the year ended December 31, 2014
and declaration of dividend
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, on the proposal of the Management Board, decide to:
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in euros
Allocate the net profit for the year 2014
Increased by the existing retained earnings of 2014
2,125,764.85
39,676,507.27
Representing distributable profits of
41,802,272.12
As follows :
Allocation to the legal reserve
75,122.10
Dividend (based on 26 605 032 shares as of 31 December 2014)
21,816,126.24
Retained earnings
19,911,023.78
TOTAL
41,802,272.12
The total gross amount of the dividend comes to €21,816,126.24, for a dividend distribution
of €0.82 per share. This dividend was calculated based on the share capital of €26,605,032
at December 31, 2014, divided into 26,605,032 shares with a par value of €1. The
Management Board is granted the power and authority to allocate the fraction of the total
dividend corresponding to treasury shares to « retained earnings ».
The shareholders decide that shares will be traded ex-dividend as of May 18, 2015 and the
dividends will be payable from June 11, 2015, based on the number of shares outstanding at
the date as of the shares will be traded ex-dividend. The shareholders grant the
Management Board full powers to set the total dividend payout (excluding treasury shares,
which will be stripped of dividend rights) and consequently, to determine the total amount of
the related dividend to be credited to retained earnings account.
The shareholders note that dividends paid in the past three financial years were as follows:
2011 financial year:
2012 financial year:
2013 financial year:
€0.72 of ordinary dividend and an exceptional dividend
of €1, i.e. a total amount of €1.72 per share,
representing a total distribution of €43,125,229.76
€0.75 per share, representing a total distribution of
€8,768,102.25 dividend paid and 13,378,451 dividends
reinvested
€0.78 per share, representing a total distribution of
€9,374,334.06 dividend paid and €13,798,774
dividends reinvested
The shareholders note that in the current state of the law, for individual shareholders who are
tax residents in France, the full amount of the proposed dividend is taxable as income at a
progressive rate and is eligible for the 40% rebate in accordance with Article 158-3-2° of the
French General Tax Code.
Fourth resolution:
Option to the shareholders for payment of dividend in shares
Having considered the report of the Management Board, the shareholders, voting under the
quorum and majority rules applicable for ordinary shareholders meetings, decide in
accordance with Articles L.232-18 et seq. of the French Commercial Code and Article 23 of
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the Company’s bylaws, to offer the option to the shareholders of receiving their dividend in
newly-issued shares, as defined in the third resolution. This option will cover the entire
dividend payable, i.e. €0.82 per share. Shareholders were offered the option of receiving
payment of the dividend in cash or in shares, for each share held.
The price of the new shares issued for this purpose, carrying dividend rights as from
January 1, 2015, will represent 90% of the average of the opening prices for the Company's
shares on the regulated market of Euronext Paris during the twenty trading days preceding
the date of this Meeting, less the amount of the dividend and rounded up to the nearest euro
cent.
Shareholders wishing to receive their dividend in shares can lodge a request with the paying
agents between May 18 and June 1, 2015 included. Any shareholder who has not exercised
its option by June 1, 2015 will receive the total dividend in cash.
If the amount of the dividend to which a shareholder is entitled does not correspond to a
whole number of shares when the shareholder exercises its option, he may receive either the
whole number of shares immediately below its entitlement plus a cash payment for the
difference, or the whole number of shares immediately above its entitlement, provided a cash
payment for the difference is lodged with the shareholder’s application to exercise the stock
dividend option. The shareholders grant the Management Board full powers – which may be
delegated to the President of the Management Board – to carry out the stock dividend
payment, determine the related procedures of application and execution, to fix the issue price
of new shares to be issued in accordance with the rules defined, to note the increase of the
capital resulting from the previous decision and, as a consequence, modify the Company’s
bylaws, and to take any necessary action whatsoever.
Fifth resolution:
Authorization for the Management Board to trade in the
Company’s shares under a liquidity agreement
Having considered the report of the Management Board, the shareholders voting under the
quorum and majority rules applicable for ordinary shareholders meetings, authorize the
Management Board to purchase or sell the Company’s shares in accordance with Articles
L.225-209 et seq. of the French Commercial Code, subject to the conditions set out below:
this authorization may be used for the purpose of maintaining a liquid market for the
Company’s shares through an independent investment services firm acting under a liquidity
agreement that complies with a code of ethics recognized by the Autorité des Marchés
Financiers;
1.
the maximum authorized purchase price is set at €60 per share (excluding banking
fees or commissions). However, if the Company carries out a corporate action, in particular a
capital increase by a bonus share issue paid up by capitalizing reserves, a stock-split or a
reverse stock-split, this maximum purchase price above will be adjusted based on the ratio
between the number of shares issued and outstanding before and after the transaction;
2.
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the maximum number of shares that may be held under this authorization is set at
0.80% of the share capital (representing, for illustrative purposes, 212,840 shares, based on
the number of shares outstanding as of December 31, 2014). This ceiling may be adjusted to
take into account the effects of any corporate actions carried out after the date of this
Meeting on the share capital of the Company, this limit shall be deducted from the overall
limit of 10 % as provided by the provisions of Article L.225-209 of the French Commercial
Code and by the sixth resolution here below;
3.
this authorization will be valid for a maximum of eighteen (18) months as from the
date of this Meeting. This authorization cancels and replaces the unused portion of the
authorization given by the fifth resolution of the Annual Shareholders’ Meeting of May 12,
2014;
4.
the Management Board is given full powers, which may be delegated in accordance
with the law, to implement this authorization, to enter into any acts and agreements, to carry
out all formalities and generally to take any necessary action whatsoever;
5.
this authorization may not be used while a public tender or exchange offer for the
Company’s shares is in progress;
6.
the Management Board is forbidden from implementing the present authorization
through the use of derivative financial instruments.
7.
Sixth resolution:
Authorization for the Management Board to buy back the
Company’s own shares outside the scope of the liquidity
agreement
Having considered the report of the Management Board, the shareholders voting under the
quorum and majority rules applicable for ordinary shareholders meetings, authorize the
Management Board, which may be delegated in accordance with the law, to purchase, sell,
exchange or transfer the Company’s shares, once or several times, at the times it shall
determine, in accordance with Articles L.225-209 et seq. of the French Commercial Code,
subject to the conditions set out below:
1.
the Management Board may use this authorization for the following purposes:
- to allocate free shares to employees and corporate officers by way of profitsharing plans and/or employee stock ownership plans, in accordance with the
law, including Articles L.3332-18 et seq. of the French Labor Code;
- to cover the stock option plans and/or free share plans (or similar plans) for
employees and/or officers of the Company and for its subsidiaries, or any employee
or group savings plans (or similar plans) within the scope of employee profit sharing
schemes or any other form of allocation of shares to employees or officers of the
Company and its subsidiaries.
- to purchase shares to be held and subsequently used in connection with external
growth transactions;
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- to purchase shares for allocation on exercise of rights attached to securities
redeemable, convertible, exchangeable or otherwise exercisable for shares or in
any other manner provided in accordance with the law;
- to cancel the purchased shares in whole or in part, subject to the limits set by law
and provided that the Extraordinary Shareholders’ Meeting adopts the fourteenth
resolution set out below;
- to carry out any other transactions authorized by current or future laws or
regulations issued by the Autorité des Marchés Financiers;
the shares may be purchased, exchanged, sold or transferred over-the-counter or
otherwise, at any time by any method, including through purchase or sale of block trades;
2.
the maximum authorized purchase price under this program is set at €60 per share
(excluding banking fees or commissions). However, if the Company carries out a corporate
action, in particular a capital increase by a bonus share issue paid up by capitalizing
reserves, a stock-split or a reverse stock-split, this maximum purchase price will be adjusted
based on the ratio between the number of shares issued and outstanding before and after
the transaction;
3.
the maximum number of shares that may be repurchased under this authorization
and the authorization given by the fifth resolution shall not have in any case the effect to
increase the number of shares held by the Company to more than 10% of the Company's
share capital, with the understanding that (i) when shares acquired by the Company in order
to support the secondary market or the liquidity of the shares, the number of shares taken
into account for the calculation of this limit corresponds to the number of bought shares
minus the number of shares which have been resold during the duration of this authorization,
(ii) the number of shares that may be acquired for conservation, subsequent delivery as
consideration or in exchange for shares in another company in connection with external
growth transactions may not represent over 5% of the Company’s share capital; and (iii)
these limits apply to a number of shares which shall be adjusted from time to time to take into
account the effects of any corporate actions carried out after the date of the present Meeting
on the Company's share capital;
4.
this authorization will be valid for a maximum of eighteen (18) months as from the
date of this Meeting. This authorization cancels and replaces the previous authorization
granted in the sixth resolution of May 12, 2014 shareholders meeting;
5.
the Management Board is given full powers, which may be delegated in accordance
with the law, to implement the present authorization, to enter into any acts and agreements,
to carry out all formalities and generally to take all necessary action whatsoever; the
Management Board will inform (i) the shareholders in accordance with the legal and
regulatory provisions in force on the use of the authorization granted by this resolution, in
particular the purchase, sell, exchange or transfer of the Company’s shares (ii) the Autorité
des Marchés Financiers in accordance with the applicable laws.
6.
this authorization may not be used while a public tender or exchange offer for the
Company’s shares is in progress, except where the purpose of the purchase of shares is to
7.
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comply with a commitment to deliver shares or where it allows to remunerate an assets
acquisition within the frame of an external growth operation or except with the prior specific
authorization of the Shareholders’ Meeting of the Company;
the Management Board is forbidden from implementing the present authorization
through the use of derivative financial instruments.
8.
Seventh resolution: Approval of the co-option of Mrs Marie-Claire Daveu as member
of the Supervisory Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, confirm the appointment of Mrs Marie-Claire Daveu as member of
the Supervisory Board made on a provisional basis by the Supervisory Board to replace Mr
Ghislain Lescuyer, as from May 4, 2015 for the remaining period of his term, i.e. until the
shareholders’ meeting to be held in 2016 to approve the financial statements for the
financial year ending December 31, 2015.
Height resolution:
Approval of an overall amount of attendance fees to be allocated
among the members of the Supervisory Board for 2014 and
subsequent years
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, and in accordance with Article L.225-83 of the French Commercial
Code, set the maximum aggregate amount of annual attendance fees to be allocated among
the members of the Supervisory Board at €280,000. This amount will be effective as from the
current financial year beginning January 1, 2015 and will remain unchanged until decided
otherwise by a subsequent Shareholders’ Meeting.
Ninth resolution:
Advisory opinion on the components of the compensation due or
paid for the year ended December 31, 2014 to Mr Bruno Dathis,
member of the Management Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, consulted pursuant to the AFEP-MEDEF Corporate Governance
Code, to which the Company refers in accordance with Article L.225-37 of the French
Commercial Code, issue a positive advisory opinion on the components of the
compensation due or paid under his mandate to Mr Bruno Dathis, member of the
Management Board, as detailed in the report of the Management Board.
Tenth resolution:
Advisory opinion on the components of the compensation due or
paid for the year ended December 31, 2014 to Mr Franck Cecchi,
member of the Management Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, consulted pursuant to the AFEP-MEDEF Corporate Governance
Code, to which the Company refers in accordance with Article L.225-37 of the French
Commercial Code, issue a positive advisory opinion on the components of the
compensation due or paid under his mandate to Mr Franck Cecchi, member of the
Management Board, as detailed in the report of the Management Board.
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Eleventh resolution:
Advisory opinion on the components of the compensation
due or paid for the year ended December 31, 2014 to Mr Tom
Alcide, member of the Management Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, consulted pursuant to the AFEP-MEDEF Corporate Governance
Code, to which the Company refers in accordance with Article L.225-37 of the French
Commercial Code, issue a positive advisory opinion on the components of the
compensation due or paid under his mandate to Mr Tom Alcide, member of the
Management Board, as detailed in the report of the Management Board.
Twelfth resolution:
Advisory opinion on the components of the compensation
due or paid for the year ended December 31, 2014 to Mr Xavier
Delacroix, member of the Management Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, consulted pursuant to the AFEP-MEDEF Corporate Governance
Code, to which the Company refers in accordance with Article L.225-37 of the French
Commercial Code, issue a positive advisory opinion on the components of the
compensation due or paid under his mandate to Mr Xavier Delacroix, member of the
Management Board, as detailed in the report of the Management Board.
Thirteenth resolution:
Advisory opinion on the components of the compensation
due or paid for the year ended December 31, 2014 to Mrs
Elisabeth Ledger, member of the Management Board
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, consulted pursuant to the AFEP-MEDEF Corporate Governance
Code, to which the Company refers in accordance with Article L.225-37 of the French
Commercial Code, issue a positive advisory opinion on the components of the
compensation due or paid under her mandate to Mrs Elisabeth Ledger, member of the
Management Board, as detailed in the report of the Management Board.
II – EXTRAORDINARY RESOLUTION
Fourteenth resolution: Authorization for the Management Board to reduce the share
capital of the Company through the cancellation of treasury
shares
The shareholders, voting under the quorum and majority rules applicable for ordinary
shareholders meetings, and pursuant to Article L.225-209 of the French Commercial Code,
having reviewed the Management Board report and the Special Report of the Statutory
Auditors:
authorize the Management Board, with the option of delegating as provided by law, to
reduce the share capital, at its sole discretion, on one or more occasions, when it sees fit,
through cancellation of treasury shares and/or shares that the Company will purchase under
the authorizations provided for by the fifth and/or sixth resolutions above and subject to
adoption of these resolutions, attributing any difference between the purchase value of the
1.
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canceled shares and their par value to premiums and available reserves, including the legal
reserve;
note that, in accordance with the law, the total amount of share capital reductions that
may be made is limited to 10% of the amount of the share capital of the Company on the day
the Management Board decides to cancel shares, and 24-month periods are taken into
consideration for evaluating said limit. This limit applies to an amount of share capital that
may be adjusted to take into account operations that may affect it after this Meeting;
2.
grant the Management Board all power and authority, with the option of delegating as
provided by law, to implement this authorization and to execute all acts, enter into any
agreements, and carry out all formalities necessary to finalize any capital reduction that may
be decided and completed pursuant to this resolution. This authority also includes registering
the completed reduction and amending the Company’s articles of association accordingly,
and in general doing all that is necessary or required;
3.
stipulate that in accordance with Article 16 of the Company’s articles of association,
use of this power by the Management Board shall be subject to the prior approval of the
Supervisory Board;
4.
decide that this authorization shall be granted for a period of eighteen (18) months
from the day of this General Meeting and that it shall supersede and replace the
authorization granted for the same purpose by the sixteenth resolution of the Combined
General Meeting of May 12, 2014;
5.
decide that this authorization cannot be used during the period of a public offer to buy
or exchange shares of the Company without the specific and prior approval of the
extraordinary general meeting.
6.
Fifteenth resolution: Authorization for the Management Board to issue ordinary
shares and/or securities conferring access to the capital of the
Company and/or granting entitlement to the allocation of debt
securities, with cancellation of the preferential subscription right
by private placement
The shareholders, voting under the quorum and majority rules applicable for extraordinary
general meetings, having considered the report of the Management Board and the Special
Report of the Statutory Auditors, and in accordance with Article L. 225-136-3° of the French
Commercial Code (“the Commercial Code”) and Article L. 411-2 II of the French Monetary
and Financial Code (“the Monetary and Financial Code”),
1.
delegate to the Management Board, which may be delegated as provided by law, the
power to increase the capital, with the cancellation of the preferential subscription right of the
shareholders, within the limit of 10% of the capital a year, by a private placement reserved to
qualified investors or to a limited circle of investors, as defined in Article D. 411-1 of the
Monetary and Financial Code;
2.
authorize the Management Board, which may be delegated as indicated above, to
proceed with a capital increase by issuing ordinary shares or any other securities conferring
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access to the capital of the Company in accordance with the provisions of Articles L. 228-91 to
L. 228-93 of the Commercial Code, and note that this authorization entails ipso jure
cancellation of the preferential subscription right of the shareholders for ordinary shares and
any other securities conferring access to the capital potentially issued, for the benefit of
qualified investors or the limited circle of investors mentioned above;
3.
decide that the aforementioned limit of 10% of the share capital has to be assessed on
the day of the issue, not taking into account the nominal amount of the capital which may be
increased as a result of the exercise of all rights, securities or warrants already issued and
whose exercise is deferred, it being specified that this upper limit is independent from issues
which may be accomplished under the delegations of powers conferred by the seventeenth
and eighteenth resolutions of the shareholders’ meeting on May 12, 2014, and consequently to
the overall ceiling set by the nineteenth resolution of the shareholders’ meeting on May 12,
2014;
4.
decide that the nominal amount of the debt securities conferring access to the capital of
the Company which may be issued under this authorization, would represent a maximum of
two hundred and fifty (250) million euros, and would be independent from all the issues which
may occur under the delegation of powers conferred by the seventeenth an eighteenth
resolutions of the shareholders’ meeting on May 12, 2014 and consequently to the overall
ceiling set by the nineteenth resolution of the shareholders’ meeting on May 12, 2014;
5.
decide that the issue price of the ordinary shares would be at least equal to the
weighted average market price of the last three trading sessions, ascertained on Euronext
Paris, before the issue, reduced by a discount of at most 5% if needed;
6.
decide that the issue price of the other securities conferring access to the capital would
be such that the amount immediately received by the Company, plus any amount to be
received subsequently by the Company, or, for each share issued consequently to the issue of
this other securities, at least equal to the issue price defined above;
7.
law:
grant all powers to the Management Board, which may be delegated as provided by
- to implement this delegation and chose the time(s) when it has to be
accomplished,
- to freely chose the qualified investors or the investors included in the limited circle
of investors who would benefit from the issue or issues accomplished under this
authorization, in compliance with the legal and regulatory provisions
aforementioned, to identify the securities to be issued and the percentage of
capital of which issue is reserved to each of these investors,
- to charge the expenses, duties and fees of the accomplished issue against the
premium amount, to take the necessary amount from said premium in order to
finance the legal reserve of the Company,
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- to amend the Company’s bylaws consequently, and in general to take any useful
measures to achieve any planned issues under this authorization;
8.
note that the Management Board would establish, at the time it would make use of this
delegation, an additional report, certified by the statutory auditors, describing the definitive
terms of the transaction and the key aspects of the effective impact on each shareholder’s
position.
9.
note that, in accordance with Article 16 of the Company’s bylaws, the use by the
Management Board of this authorization would be subject to a prior authorization of the
Supervisory board;
10.
set a period of twenty-six (26) months following this Meeting during which this
delegation of competence will be available, it being specified that this delegation cancels and
replaces any prior delegation granted for the same purpose.
Sixteenth resolution: Authorization for the Management Board to increase the capital
by issuing shares reserved to the members of a company
savings plan pursuant to Articles L. 3332-18 and following of the
French Labour Code (“the Labour Code”)
The shareholders, voting under the quorum and majority rules applicable for extraordinary
general meetings, having considered the report of the Management Board and the Special
Report of the Statutory Auditors, in accordance with Articles L. 225-129-6 and L. 225-138-1
of the French Commercial Code (“the Commercial Code”) and Articles L. 3332-18 et seq. of
the Labour Code:
1.
authorize the Management Board, if deemed appropriate, at its sole option, which may
be delegated as provided by law, to increase the capital on one or several occasions by issuing
ordinary cash shares and, as the case may be, by the allocation of free ordinary shares or
other securities conferring access to the capital, reserved to the employees (and executives) of
the Company (and the companies related to it in accordance with the Article L. 225-180 of the
Commercial Code) who participate in a company saving plan;
2.
decide to cancel the preferential subscription right of the shareholders for the shares
which may be issued under this authorization;
3.
set a period of twenty-six (26) months following this meeting during which this
authorization will be available;
4.
restrain the maximum nominal amount of the increase(s) which may be accomplished
by the use of this authorization to 3% (three percent) of the amount of the capital reached
when deciding by the Management Board that an increase would be accomplished, this
amount being independent from any other ceiling prescribed about delegation concerning an
increase of capital;
5.
decide that the price of the shares to be issued, pursuant to the first point above in this
resolution, shall not be lower of more than 20%, or 30% when the period of unavailability
prescribed by the plan pursuant to Articles L. 3332-25 and L. 3332-26 of the Labour Code is
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exceeding or equal to ten years, than the average of the first market prices of the share during
the 20 trading sessions before the decision of the Management Board or its delegate
concerning the capital increase and the issue of corresponding shares, or higher than this
average;
6.
note that this delegation deprives of effect any prior delegation granted for the same
purpose;
7.
grant all powers to the Management Board, which may be delegated as indicated above
and to take any necessary action whatsoever.
Seventeenth resolution:
Authorization for the Management Board to make free
grants of share to employees and officers with cancellation
of the preferential subscription right
The shareholders, voting under the quorum and majority rules applicable for extraordinary
general meetings, having considered the report of the Management Board, the report of the
Supervisory board and the Special Report of the Statutory Auditors,
1.
grant to the Management Board full power, in accordance with Articles L. 225-197-1 to
L. 225-197-6 of the French Commercial Code (“the Commercial Code”), to proceed, on one or
more occasions, for the benefit of the employees of the Company or certain categories among
them, and/or for the benefit of the executives referred to in Article L. 225 -197-1 II of the
Commercial Code, and for the benefit of the employees and the executives of the companies
affiliated to it as per aforementioned Article L. 225-197-2 of the Commercial Code, to the
allotment of free shares of the Company, existing or to be issued;
2.
decide that the total number of shares freely allocated may not represent more than 3%
of the capital at the time of the allotment’s decision, such limit shall be assessed considering
the said allocated shares.
The shareholders authorize the Management Board to proceed, alternatively or
cumulatively, within the limit prescribed above:
- to the allotment of shares obtained by the Company repurchasing its own shares
on the terms provided by the law in Article L. 225-208 and L 225-209 of the
Commercial Code and/or
- to the allotment of shares to be issued by increasing the capital; in which case,
the shareholders authorize the Management Board to increase the capital to the
maximum nominal amount corresponding to the number of allocated shares and
note that, in accordance with the law, the free shares allotment to the
beneficiaries designated by the Management Board entails, for the benefit of
these beneficiaries, the explicit waiver by shareholders of their preferential
subscription rights to the shares to be issued;
The shareholders decide that:
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- unless new legal provisions have reduced the vesting period, from the day the
allotment rights would be granted by the Management Board, the minimum
vesting period after which the beneficiaries’ entitlement to these shares would be
definitely vested lasts two years, being recalled that these rights are nontransferable until the term of this period, as required by the provisions of Article L.
225-197-3 of the Commercial Code; however, in case of death of a beneficiary,
his/her heirs may ask that the shares be granted within six months of the date of
the death; moreover, the shares would be allocated before the term of this period
in case of a beneficiary’s invalidity falling into the second or third categories
provided by Article L. 341-4 of the French Social Security Code (“the Social
Security Code”);
- unless new legal provisions have reduced the retention period, from their
definitive allotment, the minimum retention period of shares by the beneficiaries
lasts two years; however, the Management Board may reduce or remove the
retention period under the condition that the aforementioned vesting period would
last at least four years, and unless new legal provisions have reduced the
cumulated vesting and retention periods; in the event of death of a beneficiary, the
shares would be freely transferable, it would also be the case in the event of the
invalidity of a beneficiary falling into the second or third categories provided by
Article L. 341-4 of the Social Security Code;
The shareholders give full powers to the Management Board, within the above limits:
- to identify the beneficiaries, or the categories(s) of beneficiaries of the shares
allotment, being recalled that no share can be allocated to an employee or a
corporate officer holding more than 10% of the capital, and that the free shares
allotment cannot result in making one of them cross the retention threshold of
10% of the capital,
- in the event of allotment to the executives referred to in Article L. 225-197-1 II of
the Commercial Code :
o
to ensure that the Company fulfils one or several conditions provided
by Article L. 225-197-6 of this same code, and to take all measures to
this effect,
o
to decide that the allocated shares cannot be transferred before the
termination of their services, or to determine a quantity of these
shares that the executives have to keep registered until their
termination,
- to spread the shares allotment rights out over one or several occasions and when
deemed appropriate,
- to determine conditions and criteria of the shares allotment, such as, without
drawing an exhaustive list, seniority conditions, conditions related to the
maintenance of the employment contract or to the corporate office during the
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vesting period, and any other financial conditions or conditions related to personal
and team performance,
- to set the definitive durations of the vesting and retention periods, within the limits
specified above by the Shareholders’ Meeting,
- to register the allocated free shares on a nominative account on behalf of their
owner, mentioning the unavailability and the unavailability duration,
- to set aside in restricted reserves, allocated to the rights of the beneficiaries, with
an amount equal to the aggregate amount of the par value of the potential shares
to be issued by increasing the capital, by transferring the needed amount from all
freely available reserves of the Company,
- to make any and all deductions from the restricted reserves to pay up the shares
to be issued in favor of the beneficiaries, and to increase consequently the capital
with the minimum amount of the free allocated shares,
- in case of capital increase, to modify the Company’s bylaws accordingly and to
take any measures whatsoever,
- in case of financial transactions referred to in Article L. 228-99, first paragraph, of
the Commercial Code, during the vesting period, to implement, if deemed
appropriate, all measures to protect and adapt the shares beneficiaries’ rights, in
accordance with the terms and conditions as provided by said Article.
In accordance with the provisions of the Articles L. 225-197-4 and L. 225-197-5 of the
Commercial Code, a special report will inform the ordinary Shareholders’ Meeting about the
transactions carried out each year in accordance with this authorization.
The shareholders set a period of thirty-eight (38) months during which the Management
Board would be able to use this authorization.
III – ORDINARY RESOLUTION
Eighteenth Resolution: Powers to carry out formalities
The shareholders give full powers to the bearer of an original, extract or copy of the minutes
of this Meeting to carry out any and all formalities required by law and necessary for
implementing the above resolutions.
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