shares
1. Subject to implementation by the Board of Directors of any of the grants of authority under the twenty-third, twenty-fourth, thirty-sixth or thirty-seventh resolutions submitted to this General Meeting for approval, for the purpose of issuing preferred shares and arranging for admission to trading of the said preferred shares on a regulated exchange, the General Meeting, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, having reviewed the Board of Directors’ report, hereby authorises the Board of Directors, with the right to further delegate such powers as permitted by law, to purchase preferred shares of the Company in accordance with the provisions of the Autorité des marchés financiers’ General Regulation and with Articles L. 225-209 et seq. of the French Commercial Code.
2. This authorisation is granted to the Board of Directors until renewed at a future Ordinary General Meeting and, in all circumstances, for a maximum period of eighteen (18) months from the date of this General Meeting.
3. The purchases of the Company’s preferred shares effected by the Board of Directors pursuant to this authorisation may not, under any circumstances, result in the Company holding more than ten per cent (10%) of the preferred shares, it being specified that in the event that several classes of preferred shares are created, this percentage would be calculated for each class of preferred shares.
4. Trading under the preferred share buyback programme may be effected in one or more transactions and by any means authorised by the applicable regulations, including on-exchange, over the counter by block purchases or sales, or with derivatives traded on regulated exchanges or over the counter (such as put and call options or any combination thereof), or with warrants or, more generally, securities giving access to preferred shares of the Company, under the conditions permitted by the relevant market authorities and at such times as the Board of Directors or the person acting pursuant to an authority delegated by the Board of Directors shall determine. It should be noted that the entire preferred share buyback programme may be carried out through block purchases of preferred shares.
5. The number of preferred shares purchased may not exceed ten per cent (10%) of the total number of preferred shares representing the Company’s issued capital as of the date on which the said purchases are effected. Furthermore, the number of preferred shares purchased by the Company to be held and delivered at a later date either as payment or in exchange for other securities in a merger, demerger or partial merger may not exceed five per cent (5%) of the Company’s preferred shares. Such shares may not be purchased at a price greater than €15. However, in the event of capital transactions and, more particularly, capital increases with pre-emptive rights or by capitalisation of share premiums or of the legal reserve followed by the creation and award of bonus preferred shares, or a split or reverse split of preferred shares, the Board of Directors may adjust the aforesaid purchase price in order to factor in the effect of such transactions on the value of the preferred share. The Company is authorised to use no more than €500,000,010 to repurchase its preferred shares under the terms of this resolution, representing 33,333,334 preferred sh ares based on the maximum price of €15 per share approved above.
6 . This authorisation is intended to allow the Company to purchase preferred shares for any purpose authorised or to be authorised under the applicable laws or regulations. In particular, the Company may use this authorisation:
a) to distribute preferred shares in the Company to the employees listed in the previous paragraph under profit- sharing or Company share savings schemes, as well as pursuant to the bonus share distribution arrangement referred to in Articles L. 225-197-1 et seq. of the French Commercial Code;
b) to hold the preferred shares purchased for the purpose of subsequently exchanging them or using them as consideration for potential acquisitions, in compliance with the market practice approved by the Autorité des marchés financiers; c) to cover securities granting rights to the Company’s preferred
shares;
d) to ensure that liquidity is provided for th e preferred shares on the equity market by an investment services provider under a liquidity contract that complies with the AMAFI (French Financial Markets Association) code of conduct, in compliance with the market practice approved by the Autorité des marchés financiers, it being specified that, for purposes of calculating the 10% limit set forth in paragraph 5 above, the number of preferred shares purchased in this respect shall be the number of preferred shares purchased less the number of preferred shares sold during the term of this authorisation; e) to cancel all or part of the preferred shares purchased, providing
that the Board of Directors holds a valid authorisation from the General Meeting, duly convened to conduct extraordinary business, to reduce the share capital by cancelling the preferred shares purchased under the terms of a preferred share buyback programme.
While the share buyback programme is in effect, the Board of Directors may effect transactions at any time, except during a public purchase or exchange offer for the Company, under the authorisation hereby granted.
The Company may also use this resolution and carry out its buyback programme in accordance with the law and regulations, including the provisions of articles 231-1 et seq. of the Autorité des marchés financiers’ General Regulation, during a cash tender or exchange offer initiated by the Company.
The General Meeting grants full powers to the Board of Directors, with the right to further delegate such powers as permitted by law, for the purpose of implementing this authorisation and determining the relevant procedures, as defined by law and by this resolution, including placing stock orders, signing all instruments, entering into all agreements, filing all reports and carrying out all formalities, including with the AMF, and, more generally, to do all that is necessary.