MINUTES OF THE COMBINED GENERAL MEETING DATED APRIL 19, 2016

Transcription

1 Translation for information purposes only KLEPIERRE A société anonyme with an Executive Board and a Supervisory Board, with capital of 440,098, Registered office: 26, boulevard des Capucines, PARIS RCS PARIS MINUTES OF THE COMBINED GENERAL MEETING DATED APRIL 19, 2016 At 10 a.m. on April 18, 2017, the shareholders of the company KLEPIERRE held a Combined General Meeting convened by the Executive Board at Pavillon Cambon Capucines, 46 rue Cambon, Paris. An announcement of the meeting was inserted for that purpose in the Mandatory Legal Announcements Bulletin on Friday March 10, The notice of meeting was published in the Mandatory Legal Announcements Bulletin and in the newspaper Les Affiches Parisiennes on Monday March 27, A brochure including the notice of meeting was sent to shareholders with registered shares on Tuesday March 30, The Statutory Auditors attended the General Meeting, having been invited to attend within the legal time limits. An attendance register was drawn up in the manner prescribed by Article R of the Commercial Code and was signed by all the shareholders present and by the proxies of represented shareholders upon entering the meeting. The meeting then constituted its panel. The meeting was chaired by Mr. David Simon, Chairman of the Supervisory Board, in accordance with the provisions of Article R of the Commercial Code. The two members present at the meeting with the largest number of votes, being willing to do so, were asked to act as scrutineers: Mr. Steven Fivel, representing the companies SIMON KP I S.à.r.l. and SIMON KP II S.à.r.l.; and Mr. Jean-Michel Gault. Mrs. Marie-Thérèse Dimasi was appointed as secretary for the meeting. The attendance register, which was certified as correct by the members of the panel thus constituted, showed: for the Ordinary General Meeting: 716 shareholders present, represented or having voted by post, holding 209,854,554 of the 308,863,763 shares with voting rights. Those 209,854,554 shares represented a total of 209,854,554 votes present, represented or having voted by post, of a total of 308,863,763 votes. 1

2 for the Extraordinary General Meeting: 720 shareholders present, represented or having voted by post, holding 209,856,294 of the 308,863,763 shares with voting rights. Those 209,856,294 shares represented a total of 209,856,294 votes present, represented or having voted by post, of a total of 308,863,763 votes. Consequently, the panel noted that there was a quorum both for the Ordinary General Meeting and for the Extraordinary General Meeting. Consequently, the meeting could validly deliberate. The Chairman tabled the following documents, and made them available to the members of the meeting: 1. A copy of the Mandatory Legal Announcements Bulletin of March 10, 2017 containing the announcement of the meeting, and a copy of the Mandatory Legal Announcements Bulletin and legal announcements newspaper Les Affiches Parisiennes of March 27, 2017 containing the notice of meeting, informing the shareholders of the agenda and of the draft resolutions for this meeting; 2. A brochure including the notice of meeting sent to the owners of registered shares; 3. A copy of the letters sent to the Statutory Auditors and the notice of receipt; 4. A list of registered shareholders; 5. The attendance register signed by the shareholders present and by the proxies of the shareholders represented, and the postal or proxy voting forms of the shareholders represented; 6. The annual parent company and consolidated financial statements for the financial year 2016; 7. The report of the Executive Board on the resolutions of the General Meeting and the additional report of the Executive Board; 8. The report of the Supervisory Board (Article L of the Commercial Code); 9. The report of the Chairman of the Supervisory Board prepared pursuant to Article L of the Commercial Code; 10. The report of the Statutory Auditors on the annual financial statements for the financial year ending December 31, 2016; 11. The report of the Statutory Auditors on the consolidated financial statements for the financial year ending December 31, 2016; 12. The special report of the Statutory Auditors on regulated agreements and commitments. 13. The report of the Statutory Auditors prepared pursuant to Article L of the Commercial Code on the report of the Chairman of the Company s Supervisory Board; 14. The report of the Statutory Auditors on the capital reduction by the cancellation of shares, proposed to the General Meeting; 15. The report of the Statutory Auditors on the issue of shares and various marketable securities with or without cancellation or preferential subscription rights; 2

3 16. The report of the Statutory Auditors on the issue of shares and various marketable securities reserved for members of company saving scheme; 17. The report of the Statutory Auditors on consolidated social, environmental and societal information; 18. A copy of the Company s Bylaws; 19. The text of the resolutions to be proposed to be voted on by the meeting; 20. A description of the 2017 share buyback program. The Chairman stated that the documents provided by law had been sent to the shareholders or made available to them at the registered office within the legal time limits, and this was formally noted by the meeting. The Chairman informed the meeting that the Executive Board had not received any requests from shareholders for the inclusion on the agenda of items or new draft resolutions. Consequently, he reminded the meeting that it had been convened to make decisions on the following agenda: Resolutions to be deliberated on in ordinary session - Approval of the annual accounts for the financial year ending December 31, Approval of the consolidated accounts for the financial year ending December 31, Appropriation of the profit for the financial year ending December 31, 2016 and fixing of the amount of the dividend. - Approval of the operations and agreements referred to in Article L of the Commercial Code. - Approval of the commitments relating to Mr. Jean-Marc Jestin of the kind referred to in Articles L and L of the Commercial Code. - Renewal of the terms of office as member of the Supervisory Board of Mrs. Catherine Simoni, Mrs. Florence Von Erb and Mr. Stanley Shashoua. - Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Jean-Marc Jestin, member and then Chairman of the Executive Board, in respect of the financial year ended. - Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Jean-Michel Gault, member of the Executive Board, in respect of the financial year ended. - Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Laurent Morel, Chairman of the Executive Board until November 7, 2016, in respect of the financial year ended. 3

4 - Approval of the compensation policy for the members of the Supervisory Board. - Approval of the compensation policy for the Chairman of the Executive Board. - Approval of the compensation policy for the members of the Executive Board. - Delegation of authority to the Executive Board, for a period of 18 months, to deal in the Company s shares. Resolutions to be deliberated on in extraordinary session - Delegation of authority to the Executive Board, for a period of 26 months, to reduce the authorized share capital by the cancellation of treasury shares. - Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue of shares and/or negotiable securities giving access to the capital of the Company or of its subsidiaries, and/or of negotiable securities conferring entitlement to the allocation of debt securities, while maintaining shareholders preferential subscription rights. - Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue, by way of public offering, of shares and/or negotiable securities giving access to the capital of the Company or of its subsidiaries, and/or of negotiable securities conferring entitlement to the allocation of debt securities, while canceling preferential subscription rights. - Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue, by way of private placement of the kind referred to in Article L , II of the Monetary and Financial Code, of shares and/or negotiable securities giving access to the capital of the Company and/or of negotiable securities conferring entitlement to the allocation of debt securities, while canceling preferential subscription rights. - Delegation of authority to the Executive Board, for a period of 26 months, to increase the number of securities to be issued in the event of a capital increase, while maintaining or canceling preferential subscription rights. - Delegation of authority to the Executive Board, for a period of 26 months, to issue shares and/or negotiable securities giving access to the capital of the Company, without preferential - subscription rights, to pay for contributions in kind in the form of equity securities and/or negotiable securities giving access to the capital. - Delegation of authority to the Executive Board, for a period of 26 months, to decide to increase the authorized share capital by the capitalization of premiums, reserves, profits or otherwise. - Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue, while canceling preferential subscription rights, of shares or negotiable securities giving access to the capital and reserved for the members of savings plans. - Global limitation of the authorities to issue shares and negotiable securities giving access to the capital. - Powers for formalities. 4

5 Consequently, the following documents were read to the General Meeting: - the reports of the Executive Board, of the Chairman of the Supervisory Board, and of the Supervisory Board (Article L of the Commercial Code); and - the reports of the Statutory Auditors. Mr. Jean-Marc Jestin then made a short speech to the shareholders. The members of the Meeting then had the floor. After an exchange of views with the shareholders, and since there were no further contributions from the floor, the following resolutions were put to the vote: Resolutions to be deliberated on in ordinary session FIRST RESOLUTION (Approval of the accounts for the financial year ending December 31, 2016) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having considered the reports of the Executive Board, the Supervisory Board and the Statutory Auditors, the General Meeting approves, as presented, the annual accounts for the financial year ending December 31, 2016 comprising the balance sheet, profit and loss account and the notes to the accounts, which show a profit of 575,552,046,62 euros. It also approves the operations reflected in those accounts or summarized in those reports. It formally notes that the parent company accounts for the financial year ending December 31, 2016 do not report expenses and charges that are non-deductible for tax purposes and that are referred to in Article 39 4 of the General Taxation Code. It also formally notes that no expenses referred to in provision 39-5 of the General Taxation Code were added-back to the tax result of the current financial year. This resolution was adopted (For: 209,652,272 votes - Against: 182,001 votes - Abstentions: 20,281 votes). SECOND RESOLUTION (Approval of the consolidated accounts for the financial year ending December 31, 2016) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having considered the reports of the Executive Board, the Supervisory Board and the Statutory Auditors, the General Meeting approves, as presented, the consolidated accounts for the financial year ending December 31, 2016 comprising the balance sheet, profit and loss account and the notes to the accounts, which show a profit of 1,476,901, euros. It also approves the operations reflected in those accounts or summarized in those reports. This resolution was adopted (For: 209,667,214 votes - Against: 182,001 votes - Abstentions: 5,339 votes). 5

6 THIRD RESOLUTION (Appropriation of the profit for the financial year ending December 31, 2016 and fixing of the amount of the dividend) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting resolves to appropriate the profit for the financial year, amounting to 575,552, euros, as follows: - Profit for the financial year + 575,552, euros - Plus earnings carried forward + 91,392, euros Forming a distributable profit of + 666,944, euros - By way of dividend in respect of exempt activities - 449,529, euros - By way of dividend in respect of taxable activities - 122,598, euros (representing a total dividend distribution of 1.82 euro per share) - Balance to earnings carried forward + 94,816, euros The amount of 1.43 euro per share representing the dividend in respect of the exempt activity is not income eligible for the tax relief of 40% mentioned in Article of the General Taxation Code. The balance, namely 0.39 euro per share, is income eligible for the said relief. In accordance with the provisions of Article L of the Commercial Code, the General Meeting resolves that the amount in respect of treasury shares owned on the date of payment of the dividend and any amount that the shareholders might have waived will be appropriated to the earnings carried forward account. The relevant sums will reduce the distribution deducted from the profit from the exempt and taxable activities in the same proportions as are indicated above. The ex-dividend date in respect of the dividend of 1.82 euro per share will be April 21, 2017 and the dividend will be paid in cash on April 25, In accordance with Article 243 bis of the General Taxation Code, it is recalled that the dividends in respect of the last three financial years were as follows: Financial year (in euros) Total dividend paid to shareholders Net dividend per share Amount eligible for the tax relief provided by Article GTC Amount not eligible for the tax relief provided by Article GTC ,179, ,671, ,507, ,423, (1) 0 398,423, ,405, ,227, ,178, (1) The net dividend of 1.60 corresponds, first, to the distribution of an interim dividend paid on January 12, 2015 in an amount of 181,518,009.40, or 0.91 per share (in respect of a total number of shares as at December 31, 2014 of 199,470,340) and secondly, to an additional distribution of 216,905,684.16, or 0.69 per existing share or per share issued in respect of the merger with Corio N.V., paid on April 21, 2015 (namely a total number of shares of 314,356,063). 6

7 The General Meeting confers all necessary powers on the Executive Board to determine the global amount of the dividend and consequently the amount of the balance of the distributable profit to be appropriated to the earnings carried forward account, particularly taking into account the number of shares owned by the Company on the date of payment of the dividend and, if applicable, the number of shares canceled before that date. This resolution was adopted (For: 208,745,809 votes - Against: 1,088,958 votes - Abstentions: 19,787 votes). FOURTH RESOLUTION (Approval of the operations and agreements referred to in Article L of the Commercial Code) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having noted the special report of the Statutory Auditors on the agreements referred to in Article L of the Commercial Code and relating to the financial year ending December 31, 2016, the General Meeting approves that report in all its provisions and each of the new agreements mentioned therein, in accordance with the provisions of Article L of the said Code. In accordance with Article L of the Commercial Code, the 63,924,148 shares owned by Simon KP I SARL and Simon KP II SARL, representing a total of 63,924,148 votes, were not taken into account in the calculation of the quorum and majority. These shareholders did not therefore take part in the vote on the fourth resolution. This resolution was adopted (For: 143,727,588 votes - Against: 2,181,111 votes - Abstentions: 21,707 votes). FIFTH RESOLUTION (Approval of the commitments relating to Mr. Jean-Marc Jestin of the kind referred to in Articles L and L of the Commercial Code) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting notes that it has received the special report provided for by the legal and regulatory provisions in force relating to the commitments given for the benefit of Mr. Jean-Marc Jestin, Chairman of the Executive Board, and of the kind referred to in Articles L and L of the Commercial Code. It approves those commitments and the report concerning them pursuant to Articles L and L of the Commercial Code. In accordance with Article L of the Commercial Code, the 63,627 shares owned by Mr. Jean-Marc Jestin, representing a total of 63,627 votes, were not taken into account in the calculation of the quorum and majority. That shareholder did not therefore take part in the vote on the fifth resolution. This resolution was adopted (For: 207,458,716 votes - Against: 2,310,449 votes - Abstentions: 21,762 votes). 7

8 SIXTH RESOLUTION (Renewal of the term of office as a member of the Supervisory Board of Mrs. Catherine Simoni) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting, noting that the term of office as a member of the Supervisory Board of Mrs. Catherine Simoni expires on today s date, renews it for a period of three years expiring at the end of the Ordinary General Meeting convened in 2020 to approve the accounts for the financial year Mrs. Catherine Simoni has indicated that she accepted the renewal of her term of office and that she did not exercise any function and was not subject to any measure liable to prohibit her from exercising it. This resolution was adopted (For: 198,557,419 votes - Against: 11,276,999 votes - Abstentions: 20,136 votes). SEVENTH RESOLUTION (Renewal of the term of office as a member of the Supervisory Board of Mrs. Florence Von Erb) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting, noting that the term of office as a member of the Supervisory Board of Mrs. Florence Von Erb expires on today s date, renews it for a period of three years expiring at the end of the Ordinary General Meeting convened in 2020 to approve the accounts for the financial year Mrs. Florence Von Erb has indicated that she accepted the renewal of her term of office and that she did not exercise any function and was not subject to any measure liable to prohibit her from exercising it. This resolution was adopted (For: 209,659,837 votes - Against: 172,979 votes - Abstentions: 21,738 votes). EIGHTH RESOLUTION (Renewal of the term of office as a member of the Supervisory Board of Mr. Stanley Shashoua) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting, noting that the term of office as a member of the Supervisory Board of Mr. Stanley Shashoua expires on today s date, renews it for a period of three years expiring at the end of the Ordinary General Meeting convened in 2020 to approve the accounts for the financial year Mr. Stanley Shashoua has indicated that he accepted the renewal of his term of office and that he did not exercise any function and was not subject to any measure liable to prohibit him from exercising it. This resolution was adopted (For: 197,869,371 votes - Against: 11,964,945 votes - Abstentions: 20,238 votes). 8

9 NINTH RESOLUTION (Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Jean Marc Jestin, member and then Chairman of the Executive Board, in respect of the financial year ended) Having been consulted pursuant to the AFEP-MEDEF Code of Corporate Governance for Listed Companies, which is the Code of Governance to which the Company refers within the meaning of Article L of the Commercial Code, and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting issues a favorable opinion on the items of remuneration payable or allocated to Mr. Jean-Marc Jestin, member of the Executive Board and then Chairman of the Executive Board with effect from November 7, 2016, in respect of the financial year ending December 31, 2016, as presented in section of the 2016 registration document and to which the report of the Executive Board refers. This resolution was adopted (For: 208,916,627 votes - Against: 932,900 votes - Abstentions: 5,027 votes). TENTH RESOLUTION (Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Jean Michel Gault, member of the Executive Board, in respect of the financial year ended) Having been consulted pursuant to the AFEP-MEDEF Code of Corporate Governance for Listed Companies, which is the Code of Governance to which the Company refers within the meaning of Article L of the Commercial Code, and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting issues a favorable opinion on the items of remuneration payable or allocated to Mr. Jean-Michel Gault, member of the Executive Board, in respect of the financial year ending December 31, 2016, as presented in section of the 2016 registration document and to which the report of the Executive Board refers. This resolution was adopted (For: 208,984,640 votes - Against: 865,172 votes - Abstentions: 4,742 votes). ELEVENTH RESOLUTION (Consultation of the Ordinary General Meeting of Shareholders on the items of compensation payable or allocated to Mr. Laurent Morel, Chairman of the Executive Board until November 7, 2016, in respect of the financial year ended ) Having been consulted pursuant to the AFEP-MEDEF Code of Corporate Governance for Listed Companies, which is the Code of Governance to which the Company refers within the meaning of Article L of the Commercial Code, and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting issues a favorable opinion on the items of remuneration payable or allocated to Mr. Laurent Morel, Chairman of the Executive Board until November 7, 2016, in respect of the financial year ending December 31, 2016, as presented in section of the 2016 registration document and to which the report of the Executive Board refers. This resolution was adopted (For: 154,246,232 votes - Against: 55,586,482 votes - Abstentions: 21,840 votes). 9

10 TWELFTH RESOLUTION (Approval of the remuneration policy for the members of the Supervisory Board) Having noted the report prepared in accordance with Article L of the Commercial Code and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting approves the principles and criteria applicable to the determination, distribution and allocation of the fixed, variable and exceptional elements comprising the total compensation and benefits of any kind presented in that report and allocated to the members of the Supervisory Board in respect of the performance of their office. This resolution was adopted (For: 209,119,121 votes - Against: 730,810 votes - Abstentions: 4,623 votes). THIRTEENTH RESOLUTION (Approval of the remuneration policy for the Chairman of the Executive Board) Having noted the report prepared in accordance with Article L of the Commercial Code and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting approves the principles and criteria applicable to the determination, distribution and allocation of the fixed, variable and exceptional elements comprising the total compensation and benefits of any kind presented in that report and allocated to the Chairman of the Executive Board in respect of the performance of his office. This resolution was adopted (For: 208,303,221 votes - Against: 1,537,571 votes - Abstentions: 13,762 votes). FOURTEENTH RESOLUTION (Approval of the remuneration policy for the members of the Executive Board) Having noted the report prepared in accordance with Article L of the Commercial Code and pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, the General Meeting approves the principles and criteria applicable to the determination, distribution and allocation of the fixed, variable and exceptional elements comprising the total compensation and benefits of any kind presented in that report and allocated to the members of the Executive Board in respect of the performance of their office. This resolution was adopted (For: 207,930,383 votes - Against: 1,919,694 votes - Abstentions: 4,477 votes). FIFTEENTH RESOLUTION (Delegation of authority to the Executive Board, for a period of 18 months, to deal in the Company s shares) Pursuant to the quorum and majority requirements applicable to Ordinary General Meetings, and having considered the report of the Executive Board, the General Meeting authorizes the Executive Board, which may sub-delegate under the conditions provided by law and by the Company s bylaws, in accordance with the provisions of the Articles L and following of the Commercial Code and of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014, to purchase or arrange for the purchase of the Company s shares, particularly in order: to stimulate the secondary market in or liquidity of Klépierre shares through an investment 10

11 services provider in the context of a liquidity agreement complying with a Code of Conduct recognized by the French Financial Markets Authority; or to retain the shares purchased and to deliver them subsequently (by way of exchange, payment or otherwise) in the context of acquisition, merger, spin-off or asset transfer transactions; or to allocate bonus shares in the context of the provisions of Articles L and following of the Commercial Code or of any similar plan; or to allocate or transfer shares to the employees in respect of their participation in the fruits of the business expansion or of the implementation of any employee savings plan under the conditions provided by law, and in particular Articles L and following of the Employment Code, by transferring shares purchased in advance by the Company in the context of this resolution or making provision for a bonus allocation of those shares by way of a Company contribution in the form of securities and/or by way of replacement of the discount; or to implement any Company stock-option plan in the context of the provisions of Articles L and following of the Commercial Code or of any similar plan; or in general, to honor obligations associated with stock option programs or other allocations of shares to the employees or corporate officers of the issuer or of an associated company; or to deliver shares upon the exercise of rights attached to negotiable securities giving access to the capital by way of repayment, conversion, exchange, presentation of a warrant or in any other way; or to cancel all or part of the securities purchased in this way. This program is also intended to enable the implementation of any market practice that might come to be accepted by the French Financial Markets Authority, and more generally, the completion of any operation in accordance with the regulations in force. In this event, the Company will inform its shareholders by way of a communiqué. Purchases of the Company s shares may relate to a number of shares such that: on the date of each purchase, the total number of shares purchased by the Company since the start of the buyback program (including those the subject of the said purchase) does not exceed 10% of the shares comprising the Company s capital, this percentage being applied to the capital as adjusted to take account of transactions affecting it after this General Meeting, namely, for information purposes, as at December 31, 2016, a buyback ceiling of 31,435,606 shares, on the understanding (i) that the number of shares purchased by the Company with a view to their retention and subsequent delivery by way of payment or in exchange in the context of a merger, spin-off or asset transfer transaction cannot exceed 5% of the authorized share capital; and (ii) that when the shares are purchased to promote liquidity under the conditions defined by the General Regulation of the French Financial Markets Authority, the number of shares taken into account in the calculation of the 10% limit provided above corresponds to the number of shares purchased, after deduction of the number of shares re-sold during the period of the authority; the number of shares that the Company will own at any time whatever does not exceed 10% of the shares comprising the Company s capital on the date in question. 11

12 Purchases, sales or transfers of shares may be carried out on one or more occasions, at any time within the limits authorized by the legal and regulatory provisions in force and those provided by this resolution (except during periods of public offerings in respect of the Company s shares), and by any means, on regulated markets, multi-lateral trading systems, using systematic internalizers or overthecounter, including by the purchase or sale of blocks of securities (without limiting the proportion of the buyback program that can be carried out in this way), by public tender or exchange offers, or by the use of options or other financial futures, or by the delivery of shares following the issue of negotiable securities giving access to the Company s capital by conversion, exchange, repayment, exercise of a warrant or in any other way, and whether directly or indirectly through an investment services provider. The maximum purchase price of the shares in the context of this resolution will be 55 euros per share (or the exchange value of that amount in any other currency on the same date), excluding purchase expenses, this maximum price only applying to purchases decided upon after the date of this Meeting and not to future transactions concluded pursuant to an authority given by a previous General Meeting providing for purchases of shares after the date of this Meeting. In the event of transactions affecting the capital, and in particular share splits or consolidations or the allocation of bonus shares, or of transactions affecting the equity capital, the amount indicated above will be adjusted to take account of the impact of the value of such transactions on the value of the shares. The global amount allocated to the share buyback program authorized above may not exceed 1,728,958,330 euros. The General Meeting confers all necessary powers on the Executive Board, which may sub-delegate such powers, to implement this authority, to carry out these transactions, to settle the terms and conditions thereof, to conclude any agreements and to complete any formalities. With effect from today s date, this authority cancels the unused part, if applicable, of the authority delegated by the sixteenth resolution of the Company s General Meeting on April 19, It is given for a period of 18 months with effect from today s date. This resolution was adopted (For: 209,431,750 votes - Against: 418,181 votes - Abstentions: 4,623 votes). 12

13 Resolutions to be deliberated on in extraordinary session SIXTEENTH RESOLUTION (Delegation of authority to the Executive Board, for a period of 26 months, to reduce the authorized share capital by the cancellation of treasury shares) Pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, and having considered the report of the Executive Board and the special report of the Statutory Auditors, the General Meeting authorizes the Executive Board to reduce the authorized share capital, on one or more occasions, in such proportions and at such times as it shall decide, by the cancellation of any quantity of treasury shares that it shall decide within the limits authorized by law, in accordance with the provisions of Articles L and following of the Commercial Code and L of that Code. On the date of each cancellation, the maximum number of shares canceled by the Company during the 24-month period preceding that cancellation, including the shares canceled on that occasion, may not exceed ten per cent (10%) of the shares comprising the Company s capital on that date, namely, for information purposes, as at December 31, 2016, a maximum of 31,435,606 shares, on the understanding that this limit applies to the amount of the Company s capital as adjusted, if applicable, to take account of transactions affecting the authorized share capital after this General Meeting. The General Meeting confers all necessary powers on the Executive Board, which may sub-delegate them under the conditions provided by law and by the Company s bylaws, to charge the difference between the book value of the shares canceled and their nominal value to any reserve or premium accounts, to settle the terms and conditions of cancellation of the shares, to complete any capital cancellation and reduction operation or operations that might be carried out pursuant to this authority, to make the consequential amendments to the bylaws, to make any declarations to the French Financial Markets Authority, and to complete any formalities. With effect from today s date, this authority cancels the unused part, if applicable, of the authority delegated by the seventeenth resolution of the Company s General Meeting on April 19, It is given for a period of 26 months with effect from today s date. This resolution was adopted (For: 209,532,023 votes - Against: 319,314 votes - Abstentions: 4,957 votes). SEVENTEENTH RESOLUTION (Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue of shares and/or negotiable securities giving access to the capital of the Company or of its subsidiaries, and/or of negotiable securities conferring entitlement to the allocation of debt securities, while maintaining shareholders preferential subscription rights) Pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, and having considered the report of the Executive Board and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L and following of the Commercial Code, and in particular Article L of the said Code, and the provisions of Articles L and following of the said Code, the General Meeting: 1. Delegates to the Executive Board, which may sub-delegate under the conditions provided by law and by the Company s bylaws, its authority, subject to the prior authority of the Supervisory Board, 13

14 to decide upon the issue, on one or more occasions, in France or abroad, in such proportions and at such times as it shall see fit, and whether in euros or in any other currency or monetary unit established by reference to a basket of currencies, and while maintaining preferential subscription rights, (i) of ordinary shares of the Company; (ii) of negotiable securities governed by Articles L and following of the Commercial Code, which are equity securities of the Company giving access to other equity securities of the Company, and/or conferring a right to the allocation of debt securities of the Company; (iii) of negotiable securities representing debt whether or not governed by Articles L and following of the Commercial Code, giving access or capable of giving access to equity securities of the Company to be issued, such negotiable securities being capable, if necessary, of also giving access to existing equity securities and/or to debt securities of the Company; (iv) of negotiable securities, which are equity securities of the Company, giving access to existing equity securities or equity securities to be issued by companies and/or to debt securities of companies, in which at the time of the issue, the Company directly or indirectly owns more than half the authorized share capital, those negotiable securities being capable, if necessary, of also giving access to existing equity securities and/or to debt securities of the Company, on the understanding that the shares and other negotiable securities may be subscribed either in cash or by the set-off of receivables. 2. Resolves to set the limits of the amounts of the capital increases authorized in the event of use by the Executive Board of this delegation of authority, as follows: - the maximum nominal amount of the increases in the Company s capital capable of being carried out immediately or in the future pursuant to this delegated authority is set at 90 million euros or the equivalent in any other currency or monetary unit established by reference to a basket of - currencies, on the understanding that this amount will be charged to the amount of the global ceiling applicable to increases in the Company s capital provided by the twentyfourth resolution proposed to this General Meeting or, if applicable, to the amount of the global ceiling potentially provided by a resolution of the same nature that might succeed the said resolution during the period of validity of this delegated authority. To this ceiling will be added, if applicable, the nominal amount of any shares to be issued in addition, in the event of new financial operations, in order to preserve the rights of holders of negotiable securities giving access to the capital, of stock options or of bonus share allocation rights, in accordance with the law and, if applicable, the contractual provisions; - in the event that debt securities are issued pursuant to this delegated authority, the maximum nominal amount of the debt securities capable of being issued immediately or in the future pursuant to this delegated authority may not exceed 1,200,000,000 euros or the equivalent in any other currency or monetary unit established by reference to a basket of currencies on the issue date, this amount being increased, if applicable, by any repayment premium above par, on the understanding that this amount will be charged to the amount of the global ceiling applicable to issues of negotiable securities representing debt provided by the twenty-fourth resolution proposed to this General Meeting or, if applicable, to the amount of the global ceiling potentially provided by a resolution of the same nature that might succeed the said resolution during the period of validity of this delegated authority. 3. In the event of use by the Executive Board of this delegated authority: - resolves that the issue or issues will be preferentially reserved to the shareholders, who may 14

15 subscribe on an irreducible basis in proportion to the number of shares that they then own; - notes the fact that the Executive Board has the power to introduce a reducible subscription right; - notes the fact that any decision to issue pursuant to this delegation of authority will automatically involve waiver by the Company s shareholders, in favor of the holders of negotiable securities issued giving access to the capital or capable of giving access to equity securities of the Company to be issued, of their preferential subscription right in respect of the shares to be issued, to which those negotiable securities confer a right whether immediately or in the future; - notes the fact that the decision to issue the negotiable securities referred to in point 1 (iv) above pursuant to this delegated authority, will, if those negotiable securities give access to equity securities to be issued by a company of which, at the time of issue, the Company directly or indirectly owns more than half the authorized share capital, require the approval of the Extraordinary General Meeting of the company concerned; - resolves, in the event of issue of ordinary shares and/or negotiable securities in accordance with Article L of the Commercial Code, that if irreducible, and if applicable, reducible subscriptions have not absorbed the entirety of the issue, the Executive Board may, under the conditions provided by law and in such order as it shall determine, use one or other of the powers set out below: to freely distribute all or part of the shares or, in the case of negotiable securities giving access to the capital, the said negotiable securities the issue of which was decided upon but which have not been subscribed, to offer to the public all or part of the shares or, in the case of negotiable securities giving access to the capital, the said negotiable securities that have not been subscribed, on the French market or abroad, in general and including in the two situations referred to above, to limit the issue to the amount of the subscriptions, provided that they amount to at least three-quarters of the capital increase decided upon; - resolves that issues of warrants to subscribe for the Company s share may take place by way of subscription offer, but also by way of bonus allocation to the owners of the old shares, on the understanding that fractional allocation rights will neither be negotiable nor transferable and that the corresponding securities will be sold. 4. Resolves that the Executive Board will have all necessary powers, which it may sub-delegate under the conditions provided by law and by the Company s bylaws, to implement this delegation of authority, particularly in order: - to decide upon the issue and determine the negotiable securities to be issued; - to decide, in the case of issue of shares, immediately or in the future, on the amount of the capital increase, the issue price and the amount of the premium which may, if applicable, be required for the issue; - to determine the dates and terms of the issue, and the nature, number and characteristics of the negotiable securities to be created; to decide, in addition, in the case of bonds or other debt securities (including negotiable securities conferring entitlement to the allocation of the 15

16 debt securities referred to in Article L of the Commercial Code), on whether they will be subordinate or not, to fix their interest rate, to provide, if applicable, for the compulsory or optional cases of suspension or non-payment of interest, and to provide for their duration (whether fixed or indefinite) and the possibility of reducing or increasing the nominal value of the securities and the other terms and conditions of issue and of redemption; if applicable, these securities may be accompanied by warrants conferring a right to the allocation, purchase or subscription of bonds or other negotiable securities representing debt, may provide for the Company to have the power to issue debt securities (treated in the same way or not) in payment of interest, the payment of which was suspended by the Company, or may take the form of complex bonds within the meaning understood by the stock market authorities; to amend, during the lifetime of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities; - to determine the method of payment for the shares or for the negotiable securities giving access to the capital to be issued immediately or in the future; - to fix, if necessary, the terms and conditions of exercise of the rights attached to the shares or negotiable securities, and, in particular, to settle the date, which may be retrospective, with effect from which the new shares to be issued will be entitled to dividends, and any other terms and conditions of completion of the issue; - to fix the terms and conditions upon which the Company will, if applicable, have the power to purchase or exchange, on the stock market, at any time or during fixed periods, the negotiable securities issued or to be issued immediately or in the future with a view to their cancellation or otherwise, taking into account the legal provisions; - to provide the power to potentially suspend the exercise of the rights attached to these securities in accordance with the legal and regulatory provisions; - on its sole initiative, to charge the expenses of the capital increase to the amount of the premiums referable thereto and deduct from this amount the sums necessary to fund the legal reserve; - to determine and make any adjustments intended to take account of the impact of transactions affecting the Company s capital and to fix any other terms and conditions to ensure, if applicable, the preservation of the rights of holders of negotiable securities giving access to the capital (including by way of cash adjustments) in accordance with the legal and regulatory provisions and, if applicable, the applicable contractual provisions; - to arrange, if applicable, for the shares or negotiable securities to be issued to be admitted to trading on a regulated market; - to record the definitive completion of each capital increase and to make the corresponding amendments to the bylaws; and - in general, to enter into any agreement, particularly to achieve the successful completion of the issues envisaged, and to take any measures and carry out any formalities necessary for the issue, listing and financial service of the securities issued pursuant to this delegated authority and for the exercise of the rights attached thereto. 5. Resolves that the Executive Board may not, without the prior authority of the General Meeting, use this delegated authority after the filing by a third party of a public offer for the Company s shares 16

17 and until the end of the relevant offer period. 6. Fixes the period of validity of the delegated authority the subject of this resolution at 26 months with effect from the date of this Meeting. 7. Notes that, with effect from today s date, this authority cancels the unused part, if applicable, of the authority delegated by the fifteenth resolution of the Company s General Meeting on April 14, This resolution was adopted (For: 208,828,556 votes - Against: 1,022,978 votes - Abstentions: 4,760 votes). EIGHTEENTH RESOLUTION (Delegation of authority to the Executive Board, for a period of 26 months, to decide upon the issue, by way of public offering, of shares and/or negotiable securities giving access to the capital of the Company or of its subsidiaries, and/or of negotiable securities conferring entitlement to the allocation of debt securities, while canceling preferential subscription rights) Pursuant to the quorum and majority requirements applicable to Extraordinary General Meetings, having considered the report of the Executive Board and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L and following of the Commercial Code, and in particular Articles L , L , L and L of the said Code, and the provisions of Articles L and following of the said Code, the General Meeting: 1. Delegates to the Executive Board, which may sub-delegate under the conditions provided by law and by the Company s bylaws, its authority, subject to the prior authority of the Supervisory Board, to decide upon the issue, by way of public offering in France or abroad, on one or more occasions, in such proportions and at such times as it shall see fit, and whether in euros or in any other currency or monetary unit established by reference to a basket of currencies, (i) of ordinary shares of the Company; (ii) of negotiable securities governed by Articles L and following of the Commercial Code, which are equity securities of the Company giving access to other equity securities of the Company, and/or conferring a right to the allocation of debt securities of the Company; (iii) of negotiable securities representing debt whether or not governed by Articles L and following of the Commercial Code, giving access or capable of giving access to equity securities of the Company to be issued, such negotiable securities being capable, if necessary, of also giving access to existing equity securities and/or to debt securities of the Company; (iv) of negotiable securities, which are equity securities of the Company, giving access to existing equity securities or equity securities to be issued by companies and/ or to debt securities of companies, in which at the time of the issue, the Company directly or indirectly owns more than half the authorized share capital, those negotiable securities being capable, if necessary, of also giving access to existing equity securities and/or to debt securities of the Company, on the understanding that the shares and other negotiable securities may be subscribed either in cash or by the set-off of receivables. In particular, these negotiable securities may be issued to pay for securities tendered to the Company in the context of a public tender offer including an exchange component initiated by the Company and completed in France or abroad according to local rules in respect of securities meeting the conditions laid down in Article L of the Commercial Code. 17