As is the case each year, we ask you, in the 18th 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 General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings after having noted the Report of the Board of Directors and the Statutory Auditors’ Special Report, authorizes 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 4, 2021 and May 4, 2022, 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 4, 2022, in its eighteenth 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 ensure the financing of the Group’s growth investments, the 19th resolution invites you to renew the delegation allowing the Board of Directors to increase the share capital by a maximum nominal amount of 470 million euros, corresponding to approximately 16% of the share capital as of December 31, 2022, by issuing, on one or more occasions, ordinary shares or dilutive compound marketable securities. Shareholders shall have, in proportion to the number of shares they hold, a preferential subscription right to the shares or the marketable securities thus issued.
The Group did not make use of the previous authorization granted by the Extraordinary General Meeting of May 4, 2021. This delegation is valid for a period of 26 months.
The total amount of the share capital increases that may be carried out under the 20th resolution below and resolutions allowing employees and Company Officers to benefit from shares (20th and 21st resolutions of the Extraordinary General Meeting of May 4, 2022) and resolutions allowing the implementation of employees share ownership transactions (21st and 22nd resolutions submitted to this General Meeting, subject to their approval) will also be deducted from this limit of 470 million euros.
As in 2021, in order to provide Shareholders with the right to express an opinion on the issues that are the subject of this delegation during periods of takeover bids, it is proposed that this delegation of authority be suspended during periods of takeover bids.
In the event of oversubscription, the 20th resolution allows the amount of the issue initially provided for to be increased by a maximum of 15% (legal limit), subject to a maximum of 470 million euros.
