Sixth resolution (Authorisation for the Company to buy back its own shares) – The General Meeting, ruling under the quorum and majority conditions of ordinary general meetings, having read the Board of Directors’ report, authorises the Board, with the power to sub-delegate under the conditions provided for in Articles L. 225-209 et seq. of the French Commercial Code, to purchase shares of the Company as part of a share buyback programme.
The Meeting resolves that:
- the maximum purchase price per share (excluding fees) is set at 12 euros; and - the maximum amount of funds used for the implementation of this share buyback programme may not
exceed 200,000 euros.
The General Meeting delegates to the Board of Directors, with the power to sub-delegate under the conditions provided for in Article L. 225-209 of the French Commercial Code, in the event of a change in the par value of the share, a capital increase by incorporation of reserves, free allocation of shares, division or consolidation of securities, distribution of reserves or any other asset, amortisation of capital or any other capital transaction, the power to adjust the aforementioned purchase price to take into account the impact of such transactions on the value of the share.
The General Meeting resolves that the Company’s share purchases may relate to a number of shares such that:
- the maximum number of shares that may be purchased pursuant to this authorisation shall not exceed 10% of the total number of shares comprising the share capital of the Company and, as regards purchases made with a view to holding and subsequently delivering shares in payment or exchange as part of a merger, spin-off or transfer, 5% of the total number of shares comprising the share capital of the Company, it being specified that (i) such ceilings apply to an amount of the share capital of the Company that will, where necessary, be adjusted to take into account capital transactions after this Meeting and, (ii) when the shares are purchased to promote liquidity under the conditions defined by the General Regulation of the Autorité des Marchés Financiers, the number of shares taken into account for the calculation of the aforementioned 10% ceiling corresponds to the number of shares purchased less the number of shares sold for the duration of the authorisation; and
- the purchases made by the Company may not in any case result in it holding, at any time whatsoever, directly or indirectly, more than 10% of its share capital.
The purpose of this authorisation is to allow the Company to pursue the following objectives, while complying with the applicable legal and regulatory provisions:
(i) hold the shares of the Company that have been purchased and subsequently deliver them in
exchange or payment for acquisitions, in compliance with stock market regulations;
(ii) deliver shares upon the exercise of rights attached to securities giving access to the Company’s capital;
(iii) allocate shares to employees or corporate officers of the Company and its subsidiaries under the
conditions set by and in accordance with the procedures provided by law, in particular for the
allocation of free shares, profit sharing, stock option plans or company savings plans;
(iv) ensure liquidity and manage the secondary market for the Company’s securities, such management
being carried out by an investment services provider acting within the framework of a liquidity
contract compliant with the code of ethics recognised by the Autorité des Marchés Financiers;
(v) cancel all or part of the securities bought back,
(vi) fulfil any other purpose authorised or that comes to be authorised by law, or recognised or that
comes to be recognised as a market practice by the Autorité des Marchés Financiers; in such
cases, the Company would inform its shareholders by way of a press release.
The Meeting resolves that such purchase, sale, exchange or transfer transactions may be carried out by any means, i.e. on a regulated market, on a multilateral trading facility, through a systematic internaliser or over the counter, including by the purchase or sale of blocks, or by the use of financial instruments, in particular derivative financial instruments traded in a regulated market or in a multilateral trading system, through a systematic internaliser or over the counter, or by the use of warrants, under the conditions authorised by the laws and regulations in force on the date of the relevant transactions and at the times that the Board of Directors of the Company or the person acting on the delegation of the Board of Directors shall decide. The maximum share of
the share capital purchased or transferred in the form of blocks of shares may cover the entire programme.
The General Meeting resolves that such transactions may take place at any time, in compliance with the regulations in force, including during the period of a public offer initiated by the Company or targeting its shares, subject to the legal and regulatory provisions applicable in such matters.
In addition, the Meeting grants all powers to the Board of Directors, with the power to sub-delegate under the conditions provided for in Article L. 225-209 of the French Commercial Code, to decide on and implement this authorisation, to specify, where necessary, the terms, and notably to place all orders on the stock market or offmarket, allocate or reassign the shares purchased to the various objectives pursued pursuant to the applicable legal and regulatory provisions, conclude all agreements with a view notably to the keeping of records of share purchases and sales, carry out all formalities and file all declarations with all bodies, in particular the Autorité des
Marchés Financiers, and generally, do all necessary for the purpose of carrying out the transactions performed pursuant to this authorisation.
The General Meeting also confers all powers to the Board of Directors, if the law or the Autorité des Marchés Financiers were to extend or supplement the objectives authorised for share buyback programmes, in order to bring to the knowledge of the public, in accordance with the applicable legal and regulatory provisions, any modifications to the programme as regards the modified objectives.
This authorisation is granted for a period of 18 months from the date of this Meeting