Proposed resolutions and purpose

Proposed resolutions and purpose

PROPOSED RESOLUTIONS
AND PURPOSE


Agenda


ORDINARY GENERAL MEETING

  • Approval of the Company financial statements for the year ended December 31, 2019.
  • Approval of the consolidated financial statements for the year ended December 31, 2019.
  • Appropriation of 2019 earnings; setting of the dividend.
  • Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares.
  • Renewal of the term of office of Mr Brian Gilvary as Director.
  • Appointment of Ms Anette Bronder as Company Director.
  • Appointment of Ms Kim Ann Mink as Company Director.
  • Statutory Auditors’ Special Report on agreements covered by articles L. 225-38 et seq. of the French Commercial Code.
  • Approval of the elements of remuneration paid during or awarded in respect of the fiscal year ended December 31, 2019 to Mr Benoît Potier.
  • Approval of information relating to the remuneration of Corporate Officers stated in paragraph I of article L. 225-37-3 of the French Commercial Code.
  • Approval of the remuneration policy applicable to the Corporate Officers.
  • Setting of the total annual amount of Directors’ remuneration.

EXTRAORDINARY GENERAL MEETING

  • Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares.
  • Delegation of authority granted to the Board of Directors for a period of 26 months in order to increase the share capital through capitalization of additional paid-in capital, reserves, profits or any other amount that may be capitalized, for a maximum amount of 300 million euros.
  • Delegation of authority granted to the Board of Directors for a period of 26 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for members of a company or Group Savings Plan.
  • Delegation of authority granted to the Board of Directors for a period of 18 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for a category of beneficiaries.
  • Harmonization of article 11 of the articles of association (Composition of the Board of Directors) with the provisions of the PACTE law in relation to Directors representing employees.
  • Modification to article 15 of the articles of association (Powers of the Board of Directors) relating to management decisions taken by the Board of Directors (PACTE Law).
  • Compliance of article 16 of the articles of association (Remuneration) with the provisions of the PACTE law relating to Directors’ remuneration
  • Modification of article 9 of the articles of association (Identification of shareholders) relating to thresholds notifications.
  • Statutory modification relating to the authority to decide or authorize the issue of bonds.
  • Extension of the Company’s term and consequential amendment to the articles of association.

ORDINARY GENERAL MEETING

  • Powers for formalities.