As is the case each year, we ask you, in the 14th 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 Meetings of May 7, 2019 and of May 5, 2020 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 5, 2020 in its thirteenth 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.
To finance the Group’s growth investments, shareholders are asked in the 15th resolution to renew the delegation granted to the Board of Directors to increase the share capital for a maximum nominal amount of 470 million euros corresponding to around 18% of the share capital as of December 31, 2020, by issuing, on one or more occasions, ordinary shares or compound dilutive marketable securities. The shareholders shall have, in proportion to the amount of shares they own, a preferential subscription right to the shares or to the marketable securities issued.
The Group has not made use of the previous delegation approved by the May 7, 2019 Extraordinary General Meeting.
This delegation of authority is valid for a period of 26 months.
The total amount of capital increases carried out pursuant to the 16th resolution below and any resolutions allowing employees and Executive Officers to benefit from shares (13th and 14th resolutions of the May 7, 2019 Extraordinary General Meeting) and resolutions which allow the implementation of employee share ownership transactions (17th and 18th resolutions submitted to this General Meeting for approval) is also deducted from this ceiling of 470 million euros.
As in 2019, in order to provide shareholders with the right to express an opinion on the issues subject to this delegation of authority during periods of takeover bids, it is proposed that this delegation of authority is suspended during periods of takeover bids. In the event of oversubscription, the 16th resolution authorizes the amount of the issue to be increased, within the legal limits of 15% of the ceiling of 470 million euros.
