As is the case each year, we ask you, in the 13th resolution, to authorize the Board of Directors to cancel any or all of the shares purchased in the share buyback program and reduce share capital under certain conditions, particularly in order to fully offset, where necessary, any potential dilution resulting from capital increases relating to employee share ownership transactions.
The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to reserve or additional paid-in capital accounts. This authorization granted to the Board of Directors will be for a period of 24 months.
(Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report, authorize the Board of Directors to cancel, via its decisions alone, on one or more occasions, and within the limit of 10% of the Company’s share capital per 24-month period, any or all of the shares bought back by the Company within the scope of the authorization adopted by this Ordinary General Meeting in its fourth resolution and of those shares bought back within the scope of the authorization adopted by the Ordinary General Meeting of May 7, 2019 and to reduce the share capital by this amount.
The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to any reserve or additional paid-in capital accounts.
This authorization is granted for a period of 24 months starting from the date of this General Meeting. It supersedes the authorization granted by the Extraordinary General Meeting of May 7, 2019 in its tenth resolution with respect to the non-utilized portion of such authorization.
Full powers are granted to the Board of Directors, with the possibility of sub-delegation under the conditions set by law, to implement this authorization, deduct the difference between the carrying amount of the shares canceled and their nominal amount from all reserve and additional paid-in capital accounts and to carry out the necessary formalities to implement the reduction in capital which shall be decided in accordance with this resolution and amend the articles of association accordingly.
The Combined General Meeting of May 16, 2018 had granted the Board of Directors, for a period of 26 months, the authority to increase the share capital, on one or more occasions, through capitalization of additional paid-in capital, reserves, profits or any other amounts that may be capitalized, for the purposes of attributing free shares to shareholders.
This authorization was partially used in 2019 when the Company attributed one free share for every 10 existing shares following a share capital increase through capitalization of the sum of 6.75 million euros taken from “additional paid-in capital” thereby creating 44,117,721 new shares (amount including the loyalty bonus of 10%, i.e. one additional free share for every 100 existing shares).
As in 2018, in order to provide shareholders with the right to express an opinion on such a capital increase during periods of takeover bids, it is proposed that this delegation of authority is suspended during periods of takeover bids.
The purpose of the 14th resolution is to renew this authorization for a maximum amount of 300 million euros.
(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)
The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors and pursuant to articles L. 225-129-2 and L. 225-130 of the French Commercial Code:
