− generally speaking, enter into all agreements, particularly to ensure the successful completion of planned issuances, take all necessary measures and accomplish all formalities necessary for the issuance, listing and fi nancial administration of securities issued by virtue of this authorization, as well as for the exercise of the rights attached hereto; 7) resolves that this authorization voids, from this day, as the case may be, any unused part of any prior authorization having the same purpose, and, in particular, the authorization relative to a capital increase with preferential subscription rights maintained, covering the securities and transactions referred to in this resolution, notably those granted in resolution 13 of the Combined General Shareholders’ Meeting of April 30, 2009.
This decision automatically by law entails a waiver, in favor of the holders of the securities liable to be issued by the companies in the Company’s group, of their preferential subscription rights to shares or securities giving access to the Company’s capital to which these securities entitle the holders; 3) delegates to the Board of Directors, with the right to further delegate under the conditions established by law, its authorization to decide upon issuance of securities giving access to the capital of companies, of which the Company directly or indirectly owns over 50% of the share capital; 4) resolves to set the following limits to capital increases in the event of use by the Board of Directors of this authorization: − the maximum aggregate par value of the capital increases that may be carried out immediately or in the future by virtue of this authorization is €3 billion, which shall be deducted from the overall ceiling provided for in point 3 of resolution 13 or, where appropriate, from any overall ceiling that may be provided for in any resolution of the same type that may supersede said resolution during the period of validity of this authorization,
− the aggregate par value of any additional shares that may be issued, in the event of new fi nancial transactions to preserve the rights of holders of securities giving access to the capital will be added to these ceilings; 5) sets the period of validity of the authorization granted by this resolution to twenty-six (26) months from the date of this meeting; 6) resolves to eliminate the preferential subscription right of shareholders to securities covered by this resolution, yet leaving the Board of Directors the right to grant to shareholders, for a period of time and according to the terms and conditions that it will set in accordance with applicable legal and regulatory provisions and for all or a portion of an issue, pursuant to Article L.225-135, paragraph 2, of the French Commercial Code, a priority subscription period not resulting in the creation of rights that can be traded and that shall be exercised in proportion to the number of shares owned by each shareholder and may potentially be supplemented by a subscription in excess of shareholder entitlements. It is specified that the securities not subscribed accordingly will be subject to a public offering in France or abroad; 7) formally notes that if the subscriptions, including, where appropriate, those of shareholders, have not absorbed all of the issue, the Board may limit the amount of the transaction to the amount of the subscriptions received provided that this amount reaches at least three-quarters of the issue; 8) formally notes that this authorization entails a waiver, in favor of the holders of the securities to be issued, giving access to the capital of the Company, of the shareholders’ preferential subscription rights in respect of the shares to which said securities shall entitle their holders.
9) formally notes that, in accordance with Article L.225-136 (1) paragraph 1 of the French Commercial Code: − the issue price of shares issued directly will be at least equal to the minimum provided for by applicable regulatory provisions on the day of the issue (on this date, the weighted average of the market prices from the last three trading sessions on the Euronext Paris regulated market preceding the setting of the subscription price for the capital increase less 5%), after, as applicable, adjustment of this average in case of a difference between the vesting dates,
− the issue price of the securities giving access to the capital and the number of shares to which the conversion, redemption or generally the transformation of each security giving access to capital may entitle the holder, will be such that the amount received immediately by the Company, increased, as applicable, by the amount it is likely to receive at a later time, or, for each share issued as a result of the issue of these securities, at least equal to the minimum subscription price defi ned in the preceding paragraph; 10) resolves that the Board of Directors shall be fully empowered, with the right to sub-delegate said powers in accordance with the law to implement this resolution, and notably to: − decide on the capital increase and determine the securities to be issued,
− determine the dates and terms of the capital increase and the nature, number and characteristics of the securities to be issued; and, in the case of bonds or other debt securities (including securities entitling their holders to the allotment of debt securities referred to in Article L.228-91 of the French Commercial Code), whether they are subordinated or not (and, where applicable, their subordination ranking, in accordance with the provisions of Article L.228-97 of the French Commercial Code), set their rates of interest (fi xed or variable rate of interest, zero coupon or indexed), stipulate, if applicable, mandatory or optional cases where interests will be suspended or passed, set their term (fi xed or perpetual), the possibility of reducing or increasing the nominal value and the terms of other issuance processes (including the granting of security or collateral) and of redemption (through the delivery of Company assets); where applicable, such securities may feature warrants entitling their holders to the allotment, acquisition or subscription of bonds or other debt instruments, or include an option for the Company to issue debt securities (whether fungible or not) in lieu of interest payments suspended by the Company, or take the form of complex debt instruments as understood by stock market authorities (for example, owing to the terms of redemption or remuneration or other rights such as indexation or option rights); modify, during the life of the securities in question, the above terms, in respect of the applicable formalities,
− allow for the option of suspending the exercise of rights attached to such securities in compliance with the legal and regulatory provisions,
− make any adjustments to take account of the impact of the transactions on the capital of the Company, in particular, in the event of a change in the nominal value of the share, of a capital increase by capitalization of reserves, a free allocation of shares, stock split or reverse stock split, distribution of reserves or any other assets, amortization of capital, or any other transaction affecting the equity or capital (including by a public offer and/or a change in control), and set all the terms enabling, where necessary, rights of holders of securities giving access to the share capital to be protected,
12) formally notes that, in the event of the use by the Board of Directors of the authorization granted by this resolution, the Board of Directors shall report to the following Ordinary Shareholders’ Meeting, in accordance with the law and regulations, on the use made of the authorizations granted by this resolution.
RESOLUTION FIFTEEN (DETERMINATION OF THE SHARE ISSUE PRICE, UP TO THE LIMIT OF 10% OF THE CAPITAL PER YEAR, AS PART OF A SHARE CAPITAL INCREASE BY ISSUING SHARES – WITHOUT RETENTION OF PREFERENTIAL SUBSCRIPTION RIGHTS)
RESOLUTION SIXTEEN (AUTHORIZATION TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE THE SHARE CAPITAL BY ISSUING – WITHOUT RETENTION OF PREFERENTIAL SUBSCRIPTION RIGHTS – ORDINARY SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL BY MEANS OF AN OFFERING REFERRED TO IN ARTICLE L.411-2 (II) OF THE FRENCH MONETARY AND FINANCIAL CODE)
− in any event, share capital issues carried out by virtue of this authorization will not exceed the limits set out by the applicable regulations on the issue date (currently, 20% of the capital per year), and
− decide on the amount of the capital increase, the issue price, and the amount of the premium that may, where applicable, be required at issue,
− on its own initiative, setting off the cost of capital increases against the amount of the related premiums and deducting from this premium the sums required to fund the legal reserve,
− set and make any adjustments designed to account for the impact of transactions on the Company’s capital, specifi cally in cases where the par value of the share is changed; the capital is increased by incorporating reserves, freely distributing shares, splitting or reverse-splitting shares, distributing reserves or any other assets, amortizing capital, or any other operation that affects the equity capital or the capital (including by means of public offer and/or in the event of a change in control), and set the terms by which the rights of the holders of securities giving access to the capital will be protected,
− generally speaking, enter into all agreements, particularly to ensure the successful completion of planned issuances, take all necessary measures and accomplish all formalities necessary for the issuance, listing and fi nancial administration of securities issued by virtue of this authorization, as well as for the exercise of the rights attached hereto; 11) notes that this authorization, which is not a general authorization relative to the capital increase without preferential subscription rights, but an authorization relative to the share capital increase by an issue covered in Article L.411-2 (II) of the French Monetary and Financial Code, does not have the same object as resolution 14 of this General Shareholders’ Meeting; consequently, recognizes that this authorization does not invalidate resolution 14 of this General Shareholders’ Meeting, whose validity and terms are not affected by this authorization;
RESOLUTION SEVENTEEN (AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS FOR THE PURPOSE OF ISSUING SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS IN REMUNERATION OF CONTRIBUTIONS IN KIND BEARING ON CAPITAL SHARES OR SECURITIES GIVING ACCESS TO THE CAPITAL)
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, having reviewed the report of the Board of Directors and the special report by the Statutory Auditors, and in accordance with the provisions of Articles L.225-129 and following of the French Commercial Code, in particular Article L.225-147, paragraph 6 of said Code: 1) authorizes the Board of Directors with the option to subdelegate said power in accordance with the law, to carry out a capital increase in one or more increments, up to the limit of 10% of the share capital at the time of the issue, this percentage applying to a capital adjusted according to the transactions affecting it subsequent to this General Shareholders’ Meeting, with a view to remunerating the contributions in kind made to the Company and composed of equity securities or securities giving access to the capital, when Article L.225-148 of the French Commercial Code is not applicable, by the issue, in one or more increments, of shares (excluding preferential shares) or securities giving access to the Company’s capital, it being clearly stated that the maximum par value of the capital increases likely to be made immediately or eventually by virtue of this resolution will be charged to the par value ceiling of the capital increases without preferential subscription rights authorized by this General Shareholders’ Meeting in paragraph 4 of resolution 14 and against the total overall ceiling set out in paragraph 3 of resolution 13 or, where applicable, the amount of the ceilings set out by resolutions of the same type that could potentially succeed said resolutions during the period of validity of this authorization; 2) resolves that the Board of Directors, with the right to sub-delegate in accordance with the law, shall be fully empowered to implement this resolution, and notably to: − decide on the capital increase remunerating the contributions, and determine the securities to be issued,
− compile the list of securities contributed, approve the valuation of contributions, set the terms for the issue of securities remunerating contributions, as well as, where applicable, the amount of the equalization payment to be made, approve the granting of perquisites, and reduce, if the contributors agree to it, the valuation of contributions or the remuneration of perquisites,
− decide, in the event of bonus equity security distributions: − that the fractional rights will not be tradeable and that the corresponding equity securities will be sold; the funds from the sale will be allocated to the bearers of the rights as per the conditions set out by law and regulations,
− make any adjustments that are intended to account for the impact of transactions on the Company’s capital, specifi cally in cases where the par value of the share is changed; the capital is increased by incorporating reserves, freely distributing shares, splitting or reverse-splitting shares, distributing reserves or any other assets, amortizing capital, or any other operation that affects the equity capital or the capital (including by means of public offer and/or in the event of a change in control), and set the terms by which the rights of the holders of securities giving access to the capital will be protected,
RESOLUTION NINETEEN (AUTHORIZATION TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE EVENT OF CAPITAL INCREASES WITH, OR WITHOUT, PREFERENTIAL SUBSCRIPTION RIGHTS)
6LEGAL INFORMATION Purpose and draft resolutions submitted to the General Shareholders’ Meeting of May 26, 2011 1) delegates to the Board of Directors, with the right to sub-delegate said powers in accordance with the law, its powers to decide to increase the Company’s share capital, on one or more occasions, by a maximum par value of forty-eight (48) million euros, by issuing shares or securities giving access to capital, reserved for members of one or more employee savings plans (or any other plan for whose members Article L.3332-1 and following and any other legal or regulatory provisions would enable the reservation of a capital increase on equivalent terms) set up within a company or group of companies and French or foreign companies within the scope of consolidation or combination of financial statements of the Company pursuant to Article L.3344-1 of the French Labor Code, it being specified that this resolution may be used to implement leverage strategies and that the maximum par value of capital increases that may be carried out now or in the future by virtue of this authorization shall be deducted from the overall ceiling provided for in point 3 of resolution 13 of this meeting or, where appropriate, from any overall ceiling provided for by any resolution of the same type that may supersede said resolution during the period of validity of this authorization; 2) sets the period of validity of the authorization provided for by this resolution at twenty-six (26) months from the date of this meeting; 3) decides that the issue price of the new shares or securities giving access to the capital will be set per the conditions in Article L.3332-18 and following of the French Labor Code and will be equal to or greater than 80% of the Reference Price (such as that expression is defined hereinafter or 70% of the Reference Price if the period of unavailability set out by the plan in application of Articles L.3332-25 and L.3332-26 of the French Labor Code is ten years or more; for the purposes of this paragraph, the Reference Price designates the average of the opening listed price of the Company’s stock on the Euronext Paris regulated market for the twenty trading sessions prior to the day of the decision setting the opening price of subscription for members in a company or group savings plan (or similar plan); 4) authorizes the Board of Directors to allocate bonus shares to the aforementioned beneficiaries of, in addition to shares or securities giving access to the capital to be subscribed for in cash, shares or securities giving access to the capital to be issued or already issued, in place of any discount compared to the Reference Price and/or matching contribution, it being understood that the benefit resulting from this allocation may not exceed the applicable legal and regulatory limits as per the provisions of Articles L.3332-10 and following of the French Labor Code; 5) resolves to waive in favor of the aforementioned beneficiaries, preferential subscription rights of shareholders to shares and securities giving access to capital the issue of which is covered by this authorization, said shareholders also waiving, in the event of the bonus granting to the aforementioned beneficiaries of shares or securities giving access to capital, any right to said shares or securities giving access to capital, including to the portion of the reserves, retained earnings or premiums incorporated into the capital, as a result of the bonus granting of said securities on the basis of this resolution; 6) authorizes the Board of Directors, in accordance with the conditions laid down in this authorization, to sell shares to members of a company or group savings plan (or similar plan) such as provided for in Article L.3332-24 of the French Labor Code, it being specified that sales of shares carried out with a discount to members of one or more employee savings plans referred to in this resolution, shall be deducted, up to the par value of shares thereby sold, from the ceilings referred to in point 1 above; 7) resolves that the Board of Directors shall be fully empowered to implement this authorization, with the right to sub-delegate said power in accordance with the law, within the limits and on the conditions specified above, in particular, for the purpose of: − compiling, in the manner provided by law, the list of companies of which the aforementioned benefi ciaries may subscribe for shares or securities giving access to capital thereby issued and benefi t, where appropriate, from shares and securities giving access to capital allocated in the form of free shares,
− determining the conditions, particularly length of service, to be met by benefi ciaries of capital increases,
− fi xing the amounts of issues made by virtue of this authorization and fi nalizing issue prices, dates, deadlines, terms and conditions of subscription, payment, delivery and the vesting date (which may be retroactive), the rules of reduction applicable in the event of over-subscription as well as other issue terms and conditions, within applicable legal and regulatory limits,
− if new shares are issued, where appropriate, allocating the sums required in order to pay up said shares in full from reserves, retained earnings or issue premiums,
− entering into any agreements, completing directly, or indirectly via a proxy, all transactions and formalities, including formalities subsequent to capital increases and accordingly amending the by-laws,
− generally speaking, entering into any agreements, particularly for the successful completion of planned issues, taking all necessary measures and decisions and completing all necessary formalities for the issue, listing and fi nancial servicing of the securities issued by virtue of this authorization, as well as for the exercise of the rights related to or stemming from the capital increases; 8) decides that this authorization invalidates, as of this date, up to the amount, where applicable, of the unused portion, any prior authorization given to the Board of Directors to increase the share capital of the Company by issuing shares or securities giving access to the capital reserved for savings plan members, without preferential subscription rights, and all of the transactions that are covered therein.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, decides to spread the modalities of participation and vote to General Shareholder’s Meeting and, consequently, to modify the last paragraph of the article 22 of the titre IV of the bylaws as follow: Article 22 – Admission to General Shareholders’ Meetings – Powers
(Last paragraph) “Shareholders may vote by post form or by proxy in accordance with the legal and regulatory provisions. In accordance with the decision of the Board of Directors shareholders may participate in general meetings by means of video-conferencing or vote using all means of telecommunications and remote transmission, including the Internet, in accordance with the applicable regulations at the time of their use. This decision is disclosed in the notice of meeting published in the Balo (Bulletin des Annonces Légales [Bulletin of Mandatory Legal Notices]). Those shareholders who use the electronic voting form offered on the website created by the meeting organizer, by the required deadline, are considered present or represented shareholders. The electronic form can be fi lled out and signed directly on that site by any process provided for by the Board of Directors that meets the conditions defi ned in the fi rst sentence of the second paragraph of Article 1316-4 of the French Civil Code [i.e. the use of a reliable identifi cation procedure guaranteeing that the signature is linked to the form], which may consist in a user name and password.
The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority for extraordinary business, hereby confers all powers to the bearer of an original, a copy, or an extract of the minutes of its deliberations to carry out any and all fi lings and formalities required by law.
Heading Registration document page number 1. Persons responsible 458 2. Statutory Auditors 294 3. Selected fi nancial information 3.1. Selected historical fi nancial information regarding the issuer for each fi scal year 7 to 8 3.2. Selected historical fi nancial information for interim periods n/a 4. Risk factors 113 to 122 5. Information about the issuer 5.1. History and development of the Company 4 to 6 5.2. Investments n/a 6. Business overview 6.1. Main activities 9 to 36 6.2. Main markets 130 to 132; 267 to 274 6.3. Exceptional events n/a 6.4. Extent to which the issuer is dependent on patents or licenses, industrial, commercial or fi nancial contracts or new manufacturing processes 196 6.5. The basis for any statements made by the issuer regarding its competitive position 9 to 32 7. Organizational structure 7.1. Brief description of the Group 4 7.2. List of principal subsidiaries 4 8. Property, plant and equipment 8.1. Existing or planned material tangible fi xed assets 221 to 223 8.2. Environmental issues that may affect the issuer’s utilization of the tangible fi xed assets 410 to 414 9. Income and Financial position 9.1. Financial position 186 to 187 9.2. Operating results 188 10. Treasury and Capital resources 10.1. Information concerning the issuer’s capital resources 125 to 126; 190 to 191 10.2. Sources and amounts of the issuer’s cash fl ows 192 to 193 10.3. Information on the issuer’s borrowing conditions and funding structure 181 to 182 10.4. Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, the issuer’s operations n/a 10.5. Information regarding the anticipated sources of funds needed to fulfi ll commitments referred to in items 5.2. and 8.1 186 to 187 11. Research and development, patents and licenses n/a
7 ADDITIONAL INFORMATION Cross-reference table of annual fi nancial report 7.4 Cross-reference table of annual financial report
● Information required by Article L.225-100-3 of the French Commercial Code concerning factors that may have an impact in the event of a public offer 431
● Statutory Auditors’ report on the consolidated fi nancial statements 328 to 329
LCB-FT Lutte contre le blanchiment de capitaux et le fi nancement du terrorisme/ Prevention of money laundering and terrorism fi nancing
PACEC Plan d’adaptation au contexte économique et concurrentiel/Plan for adapting to the competitive and economic context
This document was printed in France on FSC-certifi ed paper made entirely from recycled fi ber using vegetable-based inks.
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