Sopra Group. Minutes of the Combined General Meeting of 27 June 2014

Transcription

1 Disclaimer This dcument is a free translatin int English f the riginal French press release. It is nt a binding dcument. In the event f a cnflict in interpretatin, reference shuld be made t the French versin, which is the authentic text. Spra Grup A French Sciété Annyme (limited cmpany) with share capital f 11,919, RCS Annecy Registered Office: PAE Les Glaisins, Annecy-le-Vieux Minutes f the Cmbined General Meeting f 27 June 2014 In the year tw thusand and furteen, n the Twenty seventh f June, at tw thirty in the afternn, the Cmpany s sharehlders met in a Cmbined General Meeting at Hôtel Le Meurice, 228 rue de Rivli, F Paris, as duly cnvened by the Bard f Directrs. An attendance sheet was drawn up and initialled by each individual present upn entering the Meeting, whether in his/her wn name r as prxy. As Chairman f the Bard f Directrs, Pierre Pasquier chaired the Meeting. The tw sharehlders in attendance at the Meeting representing, in their wn right and as prxy, the largest number f vtes Françis Odin, representing Spra GMT, and Niclas Cssn, representing Geninf and indicating their acceptance f such duties, were appinted as vte tellers. Christphe Bastelica, Secretary f Spra Grup s Bard f Directrs, was selected t serve as secretary fr the Meeting. The attendance sheet, certified as accurate and genuine by the fficers f the Meeting thus cnstituted, supprts the bservatin that the sharehlders wh were physically present r represented at the Meeting r wh vted by mail, held 9,504,354 shares t which were attached 9,504,354 vting rights, ut f a ttal f 11,910,383 shares carrying vting rights. As the qurum was reached, since mre than ne-quarter f the ttal vting shares were represented, the Meeting was deemed t be validly cnstituted and thus able t discuss and decide upn all items n its agenda. 1

2 The Chairman submitted the fllwing dcuments t the fficers f the Meeting, making them available t sharehlders: the latest versin f the Cmpany s Articles f Assciatin, the attendance sheet fr the Meeting, prxy frms fr sharehlders represented by prxy as well as all mail-in ballts received, a cpy f the cnvening letter, a cpy f the legal gazette cntaining the cnvening ntice, a cpy f the cnvening ntice, as published in the Bulletin d annnces légales bligatires (BALO), the individual cmpany and cnslidated financial statements fr the year ended 31 December 2013, tgether with the ther dcuments required by law, the five-year financial summary, the reprts f the Bard f Directrs submitted t the General Meeting, the reprt f the Chairman f the Bard f Directrs n crprate gvernance, internal cntrl and risk management prcedures, the reprts f the Statutry Auditrs, the prpsed amendments t the Articles f Assciatin; the prpsed reslutins submitted t the Meeting. Next, the Chairman infrmed the Meeting that the individual cmpany and cnslidated financial statements, the reprts f the Bard f Directrs and f the Chairman, the reprts f the Statutry Auditrs, the list f sharehlders, the prpsed reslutins submitted t the Meeting as well as all ther dcuments and infrmatin required by law and the Articles f Assciatin were made available t sharehlders at the Cmpany s registered ffice as frm the date f publicatin f the cnvening ntice fr the Meeting. The Meeting placed this infrmatin n recrd. The Chairman infrms the Meeting that the Cmpany s Bard f Directrs, at its meeting n 4 June 2014, decided as part f the tie-up with Steria, as annunced, t mdify the prpsed reslutins included in the meeting ntice published in the Bulletin des Annnces Légales Obligatires (jurnal f fficial legal annuncements: BALO) N. 60 n 19 May The Bard f Directrs has thus decided t: add new prpsed reslutins relating t: the appintment f new Directrs (thirty-secnd t thirty-sixth reslutins), the change t the crprate name (twenty-fifth reslutin), a delegatin f authrity t issue share subscriptin warrants when a tender ffer fr the Cmpany s securities is under way (twenty-furth reslutin), and mdify the fllwing prpsed reslutins included in the meeting ntice: (i) the seventeenth reslutin relating t a delegatin f authrity t the Bard f Directrs t decide t increase the share capital, withut pre-emptive rights fr existing sharehlders, in cnsideratin f cntributins in kind cnsisting f equity securities r ther securities giving access t equity, (ii) the eighteenth reslutin relating t a delegatin f authrity t the 2

3 Bard f Directrs t decide t increase the share capital, withut pre-emptive rights fr existing sharehlders, in cnsideratin f securities tendered t a public exchange ffer with an issuer whse shares are admitted fr trading n a regulated market, (iii) the twenty-ninth reslutin relating t the establishment f duble vting rights fr all fully paid-up shares that are prved t have been registered in the name f the same hlder fr at least tw years up t that time, and (iv) the twenty-sixth reslutin relating t the amendment t Article 14 f the Cmpany s Articles f Assciatin. Finally, The Chairman infrms the Meeting that the Cmpany has nt received any written request t add items t the agenda fr the Meeting r table additinal draft reslutins. In additin, n written questins have been received fr discussin. The Chairman then reminded sharehlders that the General Meeting had been called fr them t decide n the fllwing agenda: Requiring the apprval f the Ordinary General Meeting Apprval f the individual financial statements fr the financial year ended 31 December 2013; Apprval f nn-deductible expenses. Granting f final discharge t members f the Bard f Directrs. Apprval f the cnslidated financial statements fr the financial year ended 31 December Apprpriatin f earnings. Apprval f agreements gverned by Article L et seq. f the French Cmmercial Cde. Opinin n items f remuneratin due r attributed in respect f financial year 2013 t Pierre Pasquier, Chairman f the Bard f Directrs. Opinin n items f remuneratin due r attributed in respect f financial year 2013 t Pascal Lery, Chief Executive Officer. Setting f directrs fees. Authrisatin given t the Bard f Directrs t allw the Cmpany t acquire its wn shares under Article L f the French Cmmercial Cde. Requiring the apprval f the Extrardinary General Meeting Authrisatin given t the Bard f Directrs t retire any shares that the Cmpany may have acquired under the terms f share repurchase prgrammes and t reduce the share capital accrdingly, with all pwers cnferred upn the Bard t carry ut these measures. Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, with pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity. Delegatin f authrity t the Bard f Directrs t decide t increase the number f shares r securities giving access t equity t be issued pursuant t the authrisatin referred t in the eleventh reslutin, up t a maximum f 15% f the amunt f the initial issue and at the same price, in the event f excess demand. Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, by capitalising premiums, reserves, earnings r ther items, thrugh the issuance f new shares r an increase in the par value f shares. 3

4 Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity, within the cntext f a public ffering. Delegatin f authrity t the Bard f Directrs t decide t increase the number f shares r securities giving access t equity t be issued pursuant t the authrisatin referred t in the furteenth reslutin, withut pre-emptive rights fr existing sharehlders, up t a maximum f 15% f the amunt f the initial issue and at the same price, in the event f excess demand. Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity, within the cntext f an ffering reserved fr qualified investrs r a limited circle f investrs, cvered by Sectin II, Article L f the French Mnetary and Financial Cde. Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, in cnsideratin f cntributins in kind cnsisting f equity securities r ther securities giving access t equity. Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, in cnsideratin f securities cntributed t a public exchange ffer with an issuer whse shares are admitted fr trading n a regulated market. Delegatin f authrity t the Bard f Directrs t carry ut a capital increase, withut pre-emptive subscriptin rights, reserved fr emplyees f the Cmpany r any ther affiliated undertakings wh are members f a cmpany savings plan. Authrisatin given t the Bard f Directrs t grant ptins t subscribe fr r t purchase shares t emplyees f the Cmpany r f any f its affiliated undertakings. Authrisatin given t the Bard f Directrs t grant ptins t subscribe fr r t purchase shares t fficers f the Cmpany r f any f its affiliated undertakings. Delegatin f authrity t the Bard f Directrs t issue warrants t subscribe fr and/r acquire redeemable shares (BSAARs) t emplyees r fficers f the Cmpany r any f its affiliated undertakings, excluding the pre-emptive right f existing sharehlders t subscribe fr these warrants r t the shares issued via the exercise f BSAARs. Authrisatin fr the Bard f Directrs t allt bnus shares t emplyees and fficers f the Cmpany and the Grup. Authrisatin t be granted t the Bard f Directrs t issue share subscriptin warrants t be freely granted t sharehlders in the event f a tender ffer. Amendment t the stipulatins f Article 3 f the Cmpany s Articles f Assciatin relating t the Cmpany s crprate name subject t the cnditin precedent f the success f Spra Grup s public exchange ffer fr the shares f Grupe Steria SCA. Amendment t the stipulatins f Article 14 cncerning the term f ffice f Directrs and specificatin f the cnditins fr appinting Directrs representing the emplyees. Amendment t the stipulatins f Article 15 f the Articles f Assciatin f the Cmpany relating t the rganisatin f the Bard f Directrs. Amendment t the stipulatins f Article 16 f the Articles f Assciatin f the Cmpany relating t the decisins f the Bard f Directrs. 4

5 Amendment t Article 29 f the Articles f Assciatin t allcate duble vting rights t all fully paid-up shares that are prved t have been registered in the name f the same hlder fr at least tw years up t that time. Requiring the apprval f the Ordinary General Meeting Appintment f new Directrs. Appintment f new Directrs subject t the cnditin precedent f the success f the Cmpany s public exchange ffer fr the shares f Grupe Steria SCA. Pwers required t carry ut frmalities. I wuld like t remind yu that reslutins requiring the apprval f the Extrardinary General Meeting need a qurum f ne quarter f the vting shares and a tw thirds majrity f the vtes f sharehlders present r represented. Reslutins requiring the apprval f the Ordinary General Meeting need a qurum f ne fifth f the vting shares, and a majrity f the vtes f sharehlders present r represented. Hwever, n a exceptinal basis, the thirteenth and twenty furth reslutins need a qurum f ne fifth f the vting shares and a majrity f the vtes f sharehlders present r represented, even thugh these reslutins require the apprval f the Extrardinary General Meeting. The Chairman then read ut the reprts f the Bard and had the reprts f the Statutry Auditrs and transfer auditr als read ut. After these reprts had been read ut, the Chairman pened the discussin and answered questins raised by sharehlders. Then, as n-ne wished t take the flr, the Chairman successively put the fllwing reslutins t the vte f sharehlders: Reslutins submitted fr the apprval f the Ordinary General Meeting First reslutin (Apprval f the individual financial statements fr the financial year ended 31 December 2013; Apprval f nn-deductible expenses) The General Meeting, having reviewed the Management reprt f the Bard f Directrs, the reprt f the Chairman f the Bard f Directrs relating t crprate gvernance and internal cntrl pursuant t Article L f the French Cmmercial Cde and the reprts f the Statutry Auditrs, apprves the individual financial statements fr the year ended 31 December 2013, as presented t the Meeting, shwing a prfit f 40,946, The General Meeting als apprves the transactins reflected in these financial statements and summarised in the afrementined reprts. The General Meeting als apprves the expenses incurred during the year that are nt deductible fr tax purpses, cvered by Article 39-4 f the French Tax Cde, amunting t 131,190, and the crrespnding tax charge f 49, This reslutin was adpted by 9,502,241 vtes FOR, 694 vtes AGAINST and 1,419 ABSTENTIONS. 5

6 Secnd reslutin (Granting f final discharge t members f the Bard f Directrs) The General Meeting gives the members f the Bard f Directrs full and uncnditinal discharge frm their duties fr the financial year ended 31 December This reslutin was adpted by 9,482,425 vtes FOR, 21,799 vtes AGAINST and 130 ABSTENTIONS. Third reslutin (Apprval f the cnslidated financial statements fr the year ended 31 December 2013) The General Meeting, having reviewed the Management reprt f the Bard f Directrs, the reprt f the Chairman f the Bard f Directrs n gvernance and internal cntrls (Article L f the French Cmmercial Cde), and the reprt f the Statutry Auditrs, apprves the cnslidated financial statements fr the year ended 31 December 2013, which shw a cnslidated net prfit (Grup share) f 71,401,992, as well as the transactins reflected in these cnslidated financial statements and/r summarised in the reprts, including the reprt n Grup management included in the afrementined Management Reprt. This reslutin was adpted by 9,502,786 vtes FOR, 694 vtes AGAINST and 874 ABSTENTIONS. Furth reslutin (Apprpriatin f earnings) The General Meeting ntes that Spra Grup s prfit available fr distributin, determined as fllws, is 40,972,561.05: Prfit fr the year 40,946, Retained earnings: dividends nt paid n treasury shares 26, TOTAL 40,972, In cnsideratin f the Grup share f cnslidated net prfit amunting t 71,401,992, the General Meeting decides t apprpriate the prfit available fr distributin in the fllwing manner: Legal reserve 2, Dividend 22,647, Discretinary reserves 18,322, TOTAL 40,972, Thus increasing the legal reserve t 1,191,958.30, 10% f the Cmpany s share capital. As the number f shares cmprising the share capital at 31 December 2013 was equivalent t 11,919,583, the dividend allcated per share will be This dividend will be payable as frm 8 July In accrdance with tax regulatins in frce, this dividend payment entitles individual sharehlders with tax residence in France t a 40% reductin in tax liability, in relatin t the entire dividend 6

7 amunt, fr the calculatin f incme tax (Article f the French Tax Cde). Furthermre, fr these same individuals having their tax residence in France and pursuant t applicable tax regulatins, this dividend will als give rise, n a cumulative basis, excluding shares held in a PEA (plan d épargne en actins, a French persnal equity plan), t: a 21% withhlding tax, which is subject t incme tax reprting requirements. This deductin frm the grss dividend amunt has the status f a prvisinal payment f tax in respect f 2014 incme. Any sharehlder whse husehld has taxable incme lwer than the threshld (in respect f 2012 incme) f 50,000 (single persn) r 75,000 (cuple filing jintly), and wh has filed fr an exemptin frm this withhlding tax by sending a handwritten affidavit (n later than 30 Nvember 2013 fr dividends payable in 2014 in respect f the 2013 financial year), may be entitled t an exemptin; scial charges f 15.5%, including 5.1% crrespnding t the deductible prtin f the CSG (cntributin sciale généralisée, r general scial security cntributin), als deducted at surce. The fllwing amunts were distributed as dividends in respect f the previus three financial years: (in eurs) Ttal dividend 9,483, ,597, ,218, Number f dividend bearing shares 11,853,945 11,893,486 11,893,486 Dividend paid This reslutin was adpted by 9,484,704 vtes FOR, 19,483 vtes AGAINST and 167 ABSTENTIONS. Fifth reslutin (Apprval f agreements cvered by Article L et seq. f the French Cmmercial Cde) The General Meeting, having reviewed the special reprt f the Statutry Auditrs n agreements cvered by Article L et seq. f the French Cmmercial Cde, takes nte f the absence f agreements f this nature submitted fr apprval by this General Meeting and apprves the cnclusins f the afrementined reprt. This reslutin was adpted by 8,411,684 vtes FOR, 1,073,087 vtes AGAINST and 19,583 ABSTENTIONS. Sixth reslutin (Opinin n items f remuneratin due r attributed in respect f financial year 2013 t Pierre Pasquier, Chairman f the Bard f Directrs) The sharehlders, cnsulted pursuant t Sectin 24.3 f the AFEP-MEDEF crprate gvernance cde fr listed cmpanies, and having familiarised themselves with the Management Reprt, apprve the items f remuneratin due r attributed t Pierre Pasquier, Chairman f the Bard f Directrs, in respect f the 2013 financial year, as presented t them. This reslutin was adpted by 7,686,223 vtes FOR, 1,817,762 vtes AGAINST and 369 ABSTENTIONS. 7

8 Seventh reslutin (Opinin n items f remuneratin due r attributed in respect f financial year 2013 t Pascal Lery, Chief Executive Officer) The General Meeting, cnsulted pursuant t Sectin 24.3 f the AFEP-MEDEF crprate gvernance cde fr listed cmpanies, and having familiarised themselves with the Management Reprt, apprve the items f remuneratin due r attributed t Pascal Lery, Chief Executive Officer, in respect f the 2013 financial year, as presented t them. This reslutin was adpted by 7,468,948 vtes FOR, 2,015,797 vtes AGAINST and 19,609 ABSTENTIONS. Eighth reslutin (Setting f directrs fees) The General Meeting sets at 250,000 the amunt f directrs fees t be allcated between the members f the Bard f Directrs fr the current financial year. This reslutin was adpted by 9,503,315 vtes FOR, 71 vtes AGAINST and 968 ABSTENTIONS. Ninth reslutin (Authrisatin given t the Bard f Directrs t allw Spra Grup t acquire its wn shares under Article L f the French Cmmercial Cde) Pursuant t the prvisins f Articles L et seq. f the French Cmmercial Cde and in accrdance with Title IV, Bk II f the General Regulatin f the AMF and its implementing instructins, the General Meeting authrises the Bard f Directrs, with the ptin t sub-delegate this authrity, t buy back shares in the Cmpany, n ne r mre ccasins and as and when it sees fit, up t a maximum f 10% f the ttal number f shares representing the Cmpany s share capital. This authrisatin is given fr a perid f eighteen mnths as frm this General Meeting, and terminates the authrisatin given t the Bard f Directrs at the Ordinary General Meeting f 13 June The General Meeting hereby decides that shares may be bught back fr the fllwing purpses: in rder t btain market-making services t be rendered by an investment services prvider acting in cmplete independence under the terms f a liquidity cntract entered int in cmpliance with the Cde f Ethics f the AMAFI (French assciatin f financial market prfessinals) recgnised by the AMF; t award r sell the shares t Grup emplyees r senir executives, ntably via the alltment f share purchase ptins r bnus share issues, accrding t the terms and cnditins set ut by law, r t enable emplyees t share in the benefits f the cmpany s expansin; t retain the shares bught back in rder t exchange them r present them as cnsideratin at a later date fr a merger, spin-ff r cntributin f assets and, mre generally, fr external grwth transactins. Shares bught back fr such purpses are nt t exceed, in any event, 5% f the number f shares making up the Cmpany s share capital; t cede the shares in the Cmpany, upn the exercise f the rights attached t securities giving access t the Cmpany s share capital thrugh redemptin, cnversin, exchange, presentatin f warrants r any ther means; t retire the shares thus repurchased, by way f a capital reductin, prvided that the tenth reslutin belw is apprved; 8

9 t implement any market practice that wuld cme t be accepted by the AMF, and in general, t perfrm any peratin that cmplies with regulatins in frce. The maximum purchase price is set at 180 per share. Shares may be bught back by any means, such as n the stck market r ver the cunter, including blck purchases r thrugh the use f derivatives, at any time, even when a tender ffer is under way, subject t cmpliance with regulatins in frce. The General Meeting cnfers all pwers upn the Bard f Directrs, including the ptin t sub-delegate these pwers, in rder t implement this authrisatin, t determine the cnditins and prcedures fr this implementatin, t make the necessary adjustments, t enter int any and all agreements, t carry ut all frmalities and file all declaratins with the AMF, and generally t take any and all ther actins required. This reslutin was adpted by 7,109,888 vtes FOR, 2,393,603 vtes AGAINST and 863 ABSTENTIONS. Reslutins submitted fr the apprval f the Extrardinary General Meeting Tenth reslutin (Authrisatin given t the Bard f Directrs t retire any shares that the Cmpany may have acquired under the terms f share repurchase prgrammes and t reduce the share capital accrdingly, with all pwers cnferred upn the Bard t carry ut these measures) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs: authrises the Bard f Directrs t retire, pursuant t the prvisins f Article L f the French Cmmercial Cde, n ne r several ccasins, at its sle discretin, all r a prtin f the treasury shares held by the Cmpany bught back under the delegatin f authrity cnferred by said Article, up t a limit f 10% f the share capital ver each 24- mnth perid; decides t reduce the Cmpany s share capital as a cnsequence f the retirement f these shares, t the extent decided, where applicable, by the Bard f Directrs under the afrementined cnditins; cnfers all pwers upn the Bard f Directrs in rder t perfrm the transactin(s) authrised under this reslutin, and in particular t charge against additinal paid-in capital r ther distributable reserves f its chsing the difference between the redemptin value f the retired shares and their nminal value, amend the Articles f Assciatin accrdingly and carry ut all legally required frmalities. This authrisatin is valid fr a perid f twenty-fur mnths as frm the date f this Meeting. This reslutin was adpted by 9,502,990 vtes FOR, 26 vtes AGAINST and 1,338 ABSTENTIONS. 9

10 Eleventh reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, with pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the Statutry Auditrs special reprt, and in accrdance with the prvisins f Articles L and L f the French Cmmercial Cde: delegates t the Bard f Directrs the authrity t carry ut ne r mre capital increases by issuing, in France r abrad, in eurs, rdinary shares in the Cmpany r ther securities giving immediate r future access by any means t rdinary shares in the Cmpany; such securities may als be denminated in any currency r index-linked t mre than ne currency; decides that any such capital increases t be carried ut either immediately and/r in the future may nt exceed a nminal ttal amunt f 4 millin, it being understd that (i) this aggregate limit includes any capital increases that might be carried ut pursuant t the authrisatins set ut in the twelfth reslutin as well as the furteenth and seventeenth reslutins belw, subject t their adptin at this General Meeting, and (ii) where applicable, an additinal number f shares may be added t this limit t accunt fr the additinal number f shares t be issued t prtect the rights f hlders f securities entitling the hlder t receive shares, in accrdance with legislatin (hereinafter referred t as Limit 1 ); further decides that the nminal value f debt securities giving access t equity which may be issued under the terms f this delegated authrity may nt exceed a nminal ttal amunt f 300 millin, it being understd that this aggregate limit includes any capital increases that might be carried ut pursuant t the authrisatins set ut in the twelfth reslutin as well as the furteenth t eighteenth reslutins belw, subject t their adptin at this General Meeting (hereinafter referred t as Limit 2 ); frmally ntes that existing sharehlders have pre-emptive rights t subscribe fr shares and/r securities issued under the terms f this reslutin, in prprtin t the ttal value f their shares; decides that, in accrdance with the prvisins f Article L f the French Cmmercial Cde, where a capital increase as defined abve is nt fully subscribed by way f subscriptins fr new shares as f right n the basis f existing shares as well as, if applicable, subscriptins fr excess new shares, the Bard f Directrs may make use f ne r ther f the fllwing pwers, in whatever rder it sees fit: the pwer t limit the capital increase t the amunt f subscriptins received, subject t that amunt being equal t at least three-quarters f the initially agreed increase, the pwer t freely distribute sme r all f any unsubscribed shares amng the sharehlders, the pwer t ffer sme r all f any unsubscribed shares t the public; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,478,033 vtes FOR, 26,205 vtes AGAINST and 116 ABSTENTIONS. 10

11 Twelfth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the number f shares r securities giving access t equity t be issued pursuant t the authrisatin referred t in the eleventh reslutin, up t a maximum f 15% f the amunt f the initial issue and at the same price, in the event f excess demand) The General Meeting, having reviewed the reprt by the Bard f Directrs and the Statutry Auditrs special reprt, delegates authrity t the Bard f Directrs, fr a perid f 26 mnths with effect frm the date f this General Meeting, t increase the number f shares r securities t be issued where a capital increase carried ut pursuant t the eleventh reslutin abve gives rise t excess demand, in accrdance with the prvisins f Article L f the French Cmmercial Cde, up t a maximum f Limit 1 and Limit 2 laid dwn in that reslutin, at the same price as that used fr the initial issue, during a perid f 30 days with effect frm expiry f the subscriptin perid fr the initial issue and fr a maximum f 15% f the ttal value f that issue. This reslutin was adpted by 9,477,838 vtes FOR, 26,233 vtes AGAINST and 283 ABSTENTIONS. Thirteenth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, by capitalising premiums, reserves, earnings r ther items, thrugh the issuance f new shares r an increase in the par value f shares) The General Meeting, having reviewed the reprt by the Bard f Directrs and in accrdance with the prvisins f Articles L and L f the French Cmmercial Cde: delegates authrity t the Bard f Directrs t decide t carry ut ne r mre capital increases by capitalising premiums, reserves, earnings r ther amunts that may be capitalised under the terms f bth legislatin and the Articles f Assciatin, either by alltting new shares r by increasing the par value f existing shares; decides that fractinal rights will nt be tradable, and that the crrespnding shares will be sld. The prceeds f such sales will be alltted t the rights hlders under the terms and cnditins set ut in applicable law and regulatins; decides that the verall amunt f any resulting capital increase, t which shall be added the nminal amunt f shares t be issued in rder t prtect the rights f hlders f securities giving access t the share capital in accrdance with the law, may nt exceed the ttal f the reserves, issue premiums r unapprpriated retained earnings specified abve at the date f the capital increase and that this ceiling is t be cnsidered independently f bth Limit 1 and Limit 2 (as these terms are defined in the eleventh reslutin abve); decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,503,449 vtes FOR, 24 vtes AGAINST and 881 ABSTENTIONS. Furteenth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity, within the cntext f a public ffering) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the 11

12 special reprt f the Statutry Auditrs, and in accrdance with the prvisins f Articles L , L and L et seq. f the French Cmmercial Cde: delegates authrity t the Bard f Directrs t decide t carry ut ne r mre capital increases, withut pre-emptive rights fr existing sharehlders, under the cnditins laid dwn in Article L f the French Cmmercial Cde; decides t exclude the pre-emptive right f existing sharehlders t subscribe fr shares r securities giving access t the Cmpany s share capital t be issued as part f any such capital increase and t make them available fr subscriptin by members f the public nly; and further decides t cnfer all pwers upn the Bard f Directrs t grant existing sharehlders pririty rights t subscribe fr any such capital increase pursuant t the prvisins f Article L f the French Cmmercial Cde; decides that the issue price shall be equal t the weighted average price n the Eurlist by Eurnext market ver the last three trading days preceding the date n which the subscriptin price f the capital increase is set, less a 5% discunt, after crrecting this average t take accunt f any difference in vesting dates; cnfers all pwers upn the Bard f Directrs, up t a maximum cmbined annual amunt fr any such capital increases nt exceeding 10% f the Cmpany s share capital, t set this issue price, which must, in any event, be greater than r equal t the price set ut in the abve paragraph. The Bard f Directrs shall be required t prepare an additinal reprt, certified by the Statutry Auditrs, setting ut the final terms f the issue and including an assessment f its actual impact n sharehlders; decides, where applicable, that the verall amunt f any capital increases that might be carried ut under this delegatin f authrity shall remain within Limit 1 and Limit 2 (as thse terms are defined in the eleventh reslutin abve); decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 7,647,162 vtes FOR, 1,855,152 vtes AGAINST and 2,040 ABSTENTIONS. Fifteenth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the number f shares r securities giving access t equity t be issued pursuant t the authrisatin referred t in the furteenth reslutin, withut pre-emptive rights fr existing sharehlders, up t a maximum f 15% f the amunt f the initial issue and at the same price, in the event f excess demand) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs: delegates authrity t the Bard f Directrs t increase the number f shares r securities t be issued where a capital increase carried ut pursuant t the furteenth reslutin abve gives rise t excess demand, in accrdance with the prvisins f Article L f the French Cmmercial Cde, up t the maximum amunts laid dwn in that reslutin, at the same price as that used fr the initial issue, during a perid f 30 days with effect frm the expiry date f the subscriptin perid fr the initial issue and fr a maximum f 15% f the ttal value f that issue; 12

13 decides t exclude the pre-emptive right f existing sharehlders t subscribe fr shares r securities issued under the terms f this authrisatin and make them available fr subscriptin by members f the public nly; and further decides t cnfer all pwers upn the Bard f Directrs t grant existing sharehlders pririty rights t subscribe fr any such capital increase pursuant t the prvisins f Article L f the French Cmmercial Cde; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f 26 mnths with effect frm the date f this General Meeting. This reslutin was adpted by 7,649,164 vtes FOR, 1,855,047 vtes AGAINST and 143 ABSTENTIONS. Sixteenth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, by issuing shares r ther securities giving access t the Cmpany s equity, within the cntext f an ffering reserved fr qualified investrs r a limited circle f investrs, cvered by Sectin II, Article L f the French Mnetary and Financial Cde) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs, and pursuant t the prvisins f Articles L , L and L f the French Cmmercial Cde and Sectin II, Article L f the French Mnetary and Financial Cde: delegates authrity t the Bard f Directrs t decide t carry ut ne r mre capital increases, withut pre-emptive rights fr existing sharehlders, under the cnditins laid dwn in Article L f the French Cmmercial Cde; decides t exclude the pre-emptive right f existing sharehlders t subscribe fr shares r securities giving access t the Cmpany s share capital t be issued as part f any such capital increase and t make them available fr subscriptin by qualified investrs r a limited circle f investrs, as defined in Sectin II, Article L f the French Mnetary and Financial Cde; and further decides t cnfer all pwers upn the Bard f Directrs t grant existing sharehlders pririty rights t subscribe fr any such capital increase pursuant t the prvisins f Article L f the French Cmmercial Cde; decides that the issue price shall be equal t the weighted average price n the Eurlist by Eurnext market ver the last three trading days preceding the date n which the subscriptin price f the capital increase is set, less a 5% discunt, after crrecting this average t take accunt f any difference in vesting dates; cnfers all pwers upn the Bard f Directrs t set this issue price, which must, in any event, be greater than r equal t the price set ut in the abve paragraph. The Bard f Directrs shall be required t prepare an additinal reprt, certified by the Statutry Auditrs, setting ut the final terms f the issue and including an assessment f its actual impact n sharehlders; decides that any capital increases that might be carried ut under this delegatin f authrity shall nt exceed 10% f the Cmpany s ttal share capital in any ne year and that, in any event, the verall amunt f such capital increases shall remain within Limit 1 and Limit 2 (as thse terms are defined in the eleventh reslutin abve); decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; 13

14 frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 8,047,959 vtes FOR, 1,456,253 vtes AGAINST and 142 ABSTENTIONS. Seventeenth reslutin (Delegatin f authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, in cnsideratin f cntributins in kind cnsisting f equity securities r ther securities giving access t equity) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the Statutry Auditrs Special Reprt, and pursuant t the prvisins f Paragraph 6, Article L f the French Cmmercial Cde: delegates the authrity t the Bard f Directrs t decide t increase the Cmpany s share capital, withut pre-emptive rights fr existing sharehlders, as cnsideratin fr inkind cntributins cmprised f shares r securities giving access t anther cmpany s share capital, granted t the Cmpany, by issuing shares r securities giving access t the Cmpany s share capital under the cnditins laid dwn in Article L f the French Cmmercial Cde; decides t exclude the pre-emptive right f sharehlders t subscribe fr shares r securities giving access t the Cmpany s share capital t be issued in cnnectin with this r these capital increase(s) and t accept subscriptins uniquely frm individuals cnsenting t inkind cntributins and receiving cnsideratin in this respect; decides, where applicable, that the verall amunt f any capital increases that might be carried ut under this delegatin f authrity shall nt exceed the limit f 10% f the share capital, which will appreciate upn the issue, and shall in any event remain within Limit 1 and Limit 2 (as thse terms are defined in the eleventh reslutin abve); decides that the Bard f Directrs shall have all pwers, which it may further delegate within the limits prvided by law and by the Cmpany s Articles f Assciatin, t implement this delegatin f authrity, and in particular t apprve the valuatin f cntributins and t ratify the cntributin auditr s reprt and, with regard t said cntributins, t recrd their executin, deduct any fees, csts and charges frm premiums, determine the number, frm and characteristics f the securities t be issued, recrd the executin f the capital increases and accrdingly amend the Articles f Assciatin, qute the securities t be issued, carry ut where applicable any deductins frm paid-in premium accunts, in particular f the amunts necessary t make the legal reserve ne tenth f the new capital after each issue, and f the csts incurred in carrying ut the issues, and make any apprpriate arrangements, enter int any agreements, request any authrisatins, cmplete any frmalities and take the necessary steps t ensure the success f the issues; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,362,365 vtes FOR, 141,169 vtes AGAINST and 820 ABSTENTIONS. 14

15 Eighteenth reslutin (Delegatin f authrity t the Bard f Directrs t issue rdinary shares and/r securities giving access t equity, withut pre-emptive rights fr existing sharehlders, in cnsideratin f securities cntributed t a public exchange ffer with an issuer whse shares are admitted fr trading n a regulated market) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the Statutry Auditrs Special Reprt, and pursuant t the prvisins f Articles L t L , L , L and L f the French Cmmercial Cde: delegates authrity t the Bard f Directrs, wh may further delegate this authrity, t decide in such prprtins and at such times as it deems fit, in France and/r internatinally, t issue rdinary shares in the Cmpany r ther securities giving immediate r future access by any means t the Cmpany s equity, free f charge r fr cnsideratin, in cnsideratin f securities tendered t a public exchange ffer made by the Cmpany in France r internatinally, in accrdance with lcal regulatins (including any transactin having the same effect as a public exchange ffer r able t be cnsidered as ne), fr the securities f a cmpany whse shares are admitted fr trading n ne f the regulated markets referred t in Article L as mentined abve; decides that the nminal amunt f any capital increases t be carried ut by issuing shares r ther securities giving access t equity is limited t 10 millin, r, in the case f an issue f debt securities, t Limit 2 (as this term is defined in the eleventh reslutin abve); decides t exclude, where necessary, the pre-emptive right f sharehlders t subscribe fr securities t be issued in cnnectin with this r these capital increase(s), and t accept subscriptins slely frm participants in the public exchange ffer wh are receiving cnsideratin in this respect; duly ntes, where necessary, that the abve-mentined delegatin shall autmatically entail, t the benefit f the hlders f securities giving future access t Cmpany shares issuable under the terms f this reslutin, a waiver by the sharehlders f their pre-emptive right t subscribe fr the shares t which these securities cnfer entitlement; decides that the Bard f Directrs shall have all pwers, which it may further delegate within the limits prvided by law and by the Cmpany s Articles f Assciatin, t implement this delegatin f authrity, and in particular t set the terms, amunts and mdalities f any issue, as well as the exchange rati, t recrd the cmpletin f the capital increase(s) and t amend the Articles f Assciatin accrdingly, and mre generally t make any apprpriate arrangements, enter int any agreements, request any authrisatins, carry ut any frmalities and take the necessary steps t ensure the success f the issues; decides that in the event f an issue f debt securities, the Bard f Directrs shall have all pwers, which it may further delegate within the limits prvided by law, in particular t decide n said securities terms, cnditins and characteristics and ntably their subrdinatin r nt, and t set their interest rate, duratin, fixed r variable redemptin price with r withut a premium, and the methds f amrtisatin depending n market cnditins and the terms n which these securities will cnfer entitlement t Cmpany shares; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,339,150 vtes FOR, 165,069 vtes AGAINST and 135 ABSTENTIONS. 15

16 Nineteenth reslutin (Delegatin f authrity t the Bard f Directrs t carry ut a capital increase, withut pre-emptive subscriptin rights, reserved fr emplyees f the Cmpany r any ther affiliated undertakings wh are members f a cmpany savings plan) The General Meeting, having reviewed the reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs, and pursuant t the prvisins f Articles L et seq. f the French Labur Cde and Articles L and L f the French Cmmercial Cde and in accrdance with the prvisins f that same cde: delegates authrity t the Bard f Directrs t decide t carry ut ne r mre capital increases, by issuing shares r securities giving access t the Cmpany s share capital, reserved fr members f an emplyee savings plan ffered by a French r freign cmpany affiliated with the Cmpany under the cnditins set ut in Article L f the French Cmmercial Cde and Article L f the French Labur Cde; decides t exclude, in favur f emplyees enrlled in an emplyee savings plan, the pre-emptive right f existing sharehlders t subscribe fr shares r securities giving access t the Cmpany s share capital such as may be issued under this authrisatin; decides that the exercise f ptins granted under this authrisatin may nt give access t a ttal number f shares representing mre than 5% f the Cmpany s share capital at the time f the grant decisin taken by the Bard f Directrs, with the understanding that (i) any use f the authrisatins and delegatins f authrity prvided fr in the twentieth, twenty-first, twenty-secnd r twenty-third reslutins, subject t their apprval by this General Meeting, shall fall within this 5% limit, which is thus understd as an verall ceiling applying t all f these reslutins and (ii) this ceiling shall be increased by any additinal number f shares issued in rder t preserve, in accrdance with the law r any applicable cntractual agreement, the rights f hlders f securities giving access t shares; decides t set the maximum discunt ffered in cnnectin with an emplyee savings plan, which applies t the subscriptin price f securities issued pursuant t this authrisatin, at 5% f the average pening price f the Cmpany s shares n the Eurlist frm Eurnext market ver the 20 trading days preceding the day n which the pening date f the subscriptin perid is set. Hwever, the General Meeting expressly authrises the Bard f Directrs t reduce the afrementined discunt, within legal and regulatry limits; cnsequently cnfers all pwers upn the Bard f Directrs, with the ptin t sub-delegate these pwers under the cnditins laid dwn in law, t put this authrisatin int effect subject t the limits and cnditins set ut abve, in particular s as t: determine the characteristics f securities t be issued and the prpsed amunt f any subscriptins and, in particular, determine their issue prices, dates and perids, and the terms and cnditins f subscriptin, payment, delivery and vesting f securities, in accrdance with applicable legal and regulatry limits, if applicable, charge any expenses incurred in cnnectin with capital increases against premiums pertaining t thse capital increases, and deduct frm thse premiums any amunts required t bring the legal reserve up t ne tenth f the new ttal amunt f share capital resulting frm each capital increase, recrd the cmpletin f capital increases up t the value f shares actually subscribed r f ther securities issued under the terms f this authrisatin, enter int any agreements and, either directly r via an agent, cmplete all prcedures and frmalities, including frmalities subsequent t capital increases 16

17 and cnsequential amendments t the Articles f Assciatin and, mre generally, take all necessary steps, in general terms, enter int any agreement, including in particular agreements t ensure that planned issues are successfully cmpleted, take any steps and cmplete any frmalities required fr the issuance, listing and financial servicing f securities issued under the terms f this authrisatin and fr the exercise f any assciated rights; decides that this delegatin f authrity t the Bard f Directrs shall be valid fr a perid f twenty-six mnths with effect frm the date f this General Meeting; frmally ntes that this delegatin f authrity supersedes any previus delegatin having the same purpse. This reslutin was adpted by 9,103,327 vtes FOR, 400,883 vtes AGAINST and 144 ABSTENTIONS. Twentieth reslutin (Authrisatin given t the Bard f Directrs t grant ptins t subscribe fr r t purchase shares t emplyees f the Cmpany r f any f its affiliated undertakings) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs: authrises the Bard f Directrs, as prvided by Articles L t L f the French Cmmercial Cde, t grant, n ne r several ccasins, ptins cnferring entitlement either t subscribe fr new shares in the Cmpany, t be issued in cnnectin with a capital increase, r t purchase existing shares bught back by the Cmpany under the cnditins prvided by the law and in accrdance with the seventeenth reslutin abve, t emplyees f the Cmpany and f any affiliated cmpanies r grups f cmpanies under the cnditins set frth in Article L f the French Cmmercial Cde, fr a perid f thirty-eight mnths as frm the date f this General Meeting; decides that the ttal amunt f ptins granted under this authrisatin may nt cnfer entitlement t a number f shares representing mre than 5% f the Cmpany s share capital at the time f the grant decisin taken by the Bard f Directrs, with the understanding that (i) this 5% limit cnstitutes an verall ceiling taking int accunt any shares that might be granted pursuant t the authrisatins and delegatins f authrity prvided fr in the nineteenth, twenty-first, twenty-secnd r twenty-third reslutins, subject t their apprval by this General Meeting and (ii) this ceiling shall be increased by the amunt f any additinal shares t be issued in rder t preserve, in accrdance with the law r any applicable cntractual agreement, the rights f hlders f securities giving access t shares; decides that, ntwithstanding any adjustments that may need t be made in the event f future transactins regulated by law, the subscriptin price shall be set t the average price fr the Cmpany s share ver the twenty previus trading days. With respect t the ptin t purchase shares, the price may nt be lwer than 80% f the average purchase price f shares held by the Cmpany as prvided under Articles L and L f the French Cmmercial Cde; decides that the ptins granted may be exercised within a maximum perid f 8 years fllwing their grant date; cnfers all pwers upn the Bard f Directrs t determine all cnditins under which the ptins are t be granted, including the identities, psitins and number f years f service f the beneficiaries and the number f shares t which beneficiaries f the ptins shall be 17

18 entitled t subscribe. As these cnditins are t be determined in cmpliance with any legal r regulatry bligatins applicable t ptins granted t executives, particularly in accrdance with the prvisins f Articles L and L f the French Cmmercial Cde, they may invlve a cmpulsry hlding perid fr all r a prtin f the securities, with the understanding that the duratin f any cmpulsry hlding perid fr securities may nt exceed three years as frm the ptin exercise date. This authrisatin cmprises an express waiver by sharehlders, in favur f the beneficiaries f ptins, f their pre-emptive right t subscribe fr the shares that will be issued as the ptins are exercised. The capital increase resulting frm the ptins exercised t subscribe fr new shares will be definitively perfrmed exclusively by way f the subscriptin t these new shares accmpanied by statements that ptins have been exercised and that related payments have been received, which may be made in cash r by ffsetting a liquid and due claim n the Cmpany held by subscribers. The Bard f Directrs shall carry ut any frmality required fr the listing f the securities thus issued and make the necessary amendments t the Articles f Assciatin. This reslutin was adpted by 7,408,058 vtes FOR, 2,096,092 vtes AGAINST and 204 ABSTENTIONS. Twenty-first reslutin (Authrisatin given t the Bard f Directrs t grant ptins t subscribe fr r t purchase shares t fficers f the Cmpany r f any f its affiliated undertakings) The General Meeting, having reviewed the Management reprt f the Bard f Directrs and the special reprt f the Statutry Auditrs: authrises the Bard f Directrs, as prvided by Articles L t L f the French Cmmercial Cde, t grant, n ne r several ccasins, ptins cnferring entitlement either t subscribe fr new shares in the Cmpany, t be issued in cnnectin with a capital increase, r t purchase existing shares bught back by the Cmpany under the cnditins prvided by law and in accrdance with the seventeenth reslutin abve, t fficers f the Cmpany and f any affiliated cmpanies r grups f cmpanies under the cnditins set frth in Article L f the French Cmmercial Cde, fr a perid f thirty-eight mnths as frm the date f this General Meeting. The number f ptins granted t all Cmpany fficers shall nt exceed 15% f the ttal ptins whse issuance is permitted by the twentieth reslutin abve, prvided it is adpted by this General Meeting; decides that the ttal amunt f ptins granted under this authrisatin may nt cnfer entitlement t a number f shares representing mre than 5% f the Cmpany s share capital at the time f the grant decisin taken by the Bard f Directrs, with the understanding that (i) this 5% limit cnstitutes an verall ceiling taking int accunt any shares that might be granted pursuant t the authrisatins and delegatins f authrity prvided fr in the nineteenth, twenty-secnd r twenty-third reslutins, subject t their apprval by this General Meeting and (ii) this ceiling shall be increased by the amunt f any additinal shares t be issued in rder t preserve, in accrdance with the law r any applicable cntractual agreement, the rights f hlders f securities giving access t shares; decides that, ntwithstanding any adjustments that may need t be made in the event f future transactins regulated by law, the subscriptin price shall be set t the average price fr the Cmpany s share ver the twenty previus trading days. With respect t the ptin t purchase shares, the price may nt be lwer than 80% f the average purchase price f 18