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the amounts thereof, to take the necessary action to protect the rights of
existing holders of share equivalents, to deduct from the issue proceeds the
amounts necessary to increase the legal reserve to 10% of the new capital,
to take all appropriate measures to permit the execution of the operation, to
carry out all actions and formalities required to effect the capital increase(s)
and to amend the bylaws to refl ect the new capital.
This authorization is given for a period of fourteen months.
SIXTEENTH RESOLUTION
Authorization to increase the size of issues of shares and share
equivalents with or without pre-emptive subscription rights
Subject to adoption of the thirteenth and fourteenth resolutions, the
Extraordinary General Meeting, having considered the report of the Board
of Directors and the Auditors’ special report, resolves, in accordance with
Article L. 225-135-1 of the Commercial Code, to give the Board of Directors
a fourteen-month authorization to increase the number of shares and share
equivalents issued with or without pre-emptive subscription rights pursuant
to the thirteenth and fourteenth resolutions, within the blanket limit prescribed
in the seventeenth resolution. The additional shares or share equivalents
must be offered within thirty days of the close of the original subscription
period and at the same price as for the original issue. They shall not represent
more than 15% of the original issue provided for under the applicable laws
and regulations.
SEVENTEENTH RESOLUTION
Blanket ceiling on fi nancial authorizations
The Extraordinary General Meeting, having considered the report of the Board
of Directors, resolves, pursuant to the adoption of the above resolutions
to set at €40,000,000 the maximum aggregate par value of shares to be
issued directly or on conversion, exchange, redemption or exercise of share
equivalents pursuant to the above authorizations, provided that said ceiling
shall not include the par value of any additional shares to be issued to protect
the rights of existing holders of share equivalents as required by law.
Consequently, the value of each issue carried out under any of the above
authorizations shall be deducted from this ceiling.
EIGHTEENTH RESOLUTION
Authorization to carry out an employee share issue
The Extraordinary General Meeting, having considered the report of the Board
of Directors and the Auditors’ special report, resolves, in accordance with
Articles L. 225-129 to L. 225-129-6 and L. 225-138-1 of the Commercial Code
and Articles L. 443-1 et seq. of the Labor Code:
to authorize the Board of Directors to issue shares and share equivalents,
on one or several occasions at its discretion, including in separate tranches,
for subscription by members of an employee stock ownership plan set
up for this purpose. The aggregate par value of shares issued directly
or indirectly, on conversion, exchange, redemption or exercise of share
equivalents, pursuant to this authorization, shall not exceed €510,000.
These powers may be delegated to any legally authorized person;
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