YOUR OPERATIONAL LEASING SOLUTION TOUAX SCA

Transcription

1 YOUR OPERATIONAL LEASING SOLUTION TOUAX SCA A partnership limited by shares with 45,922,136 of share capital Head office: Tour Franklin Terrasse Boieldieu, La Défense Cedex Incorporated in the Nanterre Register of Companies under # The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information expressed therein the original language version of the document in French takes precedence over this translation. PRELIMINARY NOTIFICATION COMBINED GENERAL MEETING Notice is hereby given to TOUAX SCA Shareholders that a combined shareholder s meeting will be held at 3:00 pm on Tuesday, June 11, 2013, at the Hôtel Pullman Paris la Défense located 11, Avenue de l'arche Paris La Défense Cedex, in order to deliberate upon the following agenda: ORDINARY AGENDA - Approval of the financial statements of the fiscal year ending December 31, 2012; - Approval of consolidated accounts for the financial year ended December 31, 2012; - Discharge of members of the Management Board, the Supervisory Board and auditors; - Appropriation of results and setting the dividend; - Option for the payment of interim dividends in shares; - Special report of the statutory auditors on the agreements subject to article L of the French Commercial Code and approval of the said report and agreements; - Setting of attendance fees; - Renewal of Mr Alexandre Walewski as a member of the Supervisory Board; - Renewal of Mr Jean-Jacques Ogier as a member of the Supervisory Board; - Renewal of Mr Jérôme Bethbèze as a member of the Supervisory Board; - Renewal of Mr François Soulet de Brugière as a member of the Supervisory Board; - Renewal of Aquasourca as a member of the Supervisory Board; - Renewal of Mrs Sophie Servaty as a member of the Supervisory Board; - Authorization for the company to purchase its own shares pursuant to article L of the French Commercial code. EXTRAORDINARY AGENDA - Capital increase of 1,148,048 through incorporation of the issue premium and creation of 143,506 shares; corresponding modifications of the articles of association; - Delegation of authority to be granted to the Management Board in order to increase the share capital by issuing shares or any securities given access to the capital or 1

2 conferring entitlement to debt securities with a shareholder preferential subscription rights; - Delegation of authority to be granted to the Management Board in order to increase the share capital by issuing shares or any securities given access to the capital or conferring entitlement to debt securities without any preferential subscription rights but with a mandatory priority delay for the existing shareholders; - Delegation of authority to be granted to the Management board in order to increase the number of shares to be issued for shares that are oversubscribed; - Delegation of authority to the Management Board to increase the capital reserved for Group s employees without any preferential subscription rights; - Authorization to reduce the share capital through cancellation of treasury stock pursuant to article L of the French Commercial code; - Amendment of article 2 of the articles of association corporate purpose; - Power. DRAFT RESOLUTIONS FIRST RESOLUTION (approval of the financial statements of the fiscal year 2012) The General Meeting, after examining the reports of the Management Board, the Supervisory Board, the Chairman of the Supervisory Board, and the Statutory Auditors on the fiscal year ended December 31, 2012, hereby approves the annual financial statements for the fiscal year ended December 31, 2012, as presented to the Meeting, showing a net income of 5,000, The General Meeting approves the expenses and charges not deductible from profits as specified in Article 39-4 of the General Tax Code amounting to 19,536, as well as a tax saving of 216,433 resulting from the fiscal integration. SECOND RESOLUTION (approval of the consolidated statements of the fiscal year 2012) The General Meeting, after examining the reports of the Management Board, the Supervisory Board, the Chairman of the Supervisory Board and the Statutory Auditors, approves the consolidated financial statements for the fiscal year ended December 31, 2012, as presented to the Meeting, as well as the transactions reflected in these statements showing a Group s profit of 9,145,954. THIRD RESOLUTION (discharge) The General Meeting grants discharge to the Management Board, the Supervisory Board and the Statutory Auditors for the performance of their mandates for the 2012 fiscal year. FOURTH RESOLUTION (allocation of net profit and distribution of dividend) The General Meeting, approving the recommendation of the Management Board, decides to allocate and appropriate the distributable profit as follows: 2

3 Net profit of the 2012 fiscal year ,09 Less General Partners' statutory compensation ,20 Less the allocation for the legal reserve ,70 Increased by the positive retained earnings ,00 For a total of distributable profit of ,19 Distribution of a dividend of 0.5 per share, for a total of ,50 already paid out in January 2013 as an interim dividend to allocate the balance to the retained earnings ,69 The General Meeting sets the net dividend for the 2012 fiscal year at 0.5 per share. As a result of the distribution of an interim dividend of 0.5 per share on January 11, 2013, no further dividend will be paid out. The dividend qualifies for the 40% exemption provided for under Article of the General Tax Code for physical persons liable for income tax in France. In accordance with Article 243-bis of the General Tax Code, the General Meeting notes that the dividends distributed for the three previous fiscal years were as follows: Fiscal year (in euro) General partners's statutory compensation nature of the dividend* dividend per number of dividendbearing share shares TOTAL of the distribution 2010 acompte 0, solde 0, TOTAL 1, acompte 0, solde 0, TOTAL 1, acompte 0, solde TOTAL 0, * dividend qualifying for the 40% exemption provided for under Article of the General Tax Code for physical persons liable for income tax in France FIFTH RESOLUTION (option for the payment of interim dividends in cash or in shares) The General Meeting, after taking note of the Management Board report and in accordance with article 20.1 of the articles of association, noting that the capital is fully paid-up, decides to grant each shareholder for each interim dividend which could be decided by the Management Board, in accordance with article L of the French Commercial Code, the possibility of opting for the payment in shares of all or part of the amount of the interim dividend net of any mandatory deduction due for the shares they own. In accordance with article L of the Commercial Code, in the event of this option being exercised, new shares will be issued at a price equal to 100% of the average of the opening price of the Company's share on the NYSE Euronext Paris market during the twenty stock market sessions preceding the day of the decision to distribute the interim dividend minus the amount net of the interim dividend. Each shareholder will be able to opt for one of the two payment methods for each interim dividend. 3

4 If the amount of the interim net dividend for which the shareholder has exercised the option does not correspond to a whole number of shares, the shareholder will be able to: - either obtain the whole number of shares immediately below, plus a balancing cash amount on the date of the exercise of the option, - or obtain the number of shares immediately above, by paying the difference in cash. The shareholders who would like to opt for the payment of the interim dividend in shares have a maximum of 2 months after the decision to distribute each interim dividend to make the request with the registered financial intermediaries. Consequently, any shareholder who has not opted in favour of the payment in shares by the end of the period will receive the interim dividend payment in cash. For shareholders who opt for a payment in cash, the sums due to them will be paid after the aforementioned time-frame and set by the Management Board. The delivery of the new shares for the shareholders who have opted for the payment of the interim dividend in shares will occur after the aforementioned time-frame and on the date set by the Management Board. The General Meeting gives the Management Board all powers to implement this resolution, with the power to delegate under statutory conditions, with the effect of setting the shareholders' decision period, taking all measures and carrying out all operations linked to or following the exercise of the option, carrying out any formalities related to the issue and listing of the shares, for ensuring successful completion and the financial servicing of the shares, for registering the number of shares issued, for carrying out the capital increase, consequently modifying the articles of association and carrying out communication formalities. SIXTH RESOLUTION (related party agreements) The General Meeting, after examining the special report of the Statutory Auditors on the related party agreements specified in articles L of the French Commercial Code, takes notes of the report and approved the regulated party agreements described in the said report. SEVENTH RESOLUTION (attendance's fees) The General Meeting sets the total amount of the annual attendance' fees for the Supervisory Board at 63,000. This decision applies to the current financial period, and shall continue in effect until countermanded. EIGHTH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that Mr. Alexandre WALEWSKI s term of office as member of the Supervisory Board expires at the end of the current General Meeting, renews him for one year, i.e. until the end of the General Meeting called to approve the financial statements for

5 NINETH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that Mr. Jean-Jacques OGIER s term of office as member of the Supervisory Board expires at the end of the current General Meeting, renews him for one year, i.e. until the end of the General Meeting called to approve the financial statements for TENTH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that Mr. Jérôme BETHBEZE s term of office as member of the Supervisory Board expires at the end of the current General Meeting, renews him for one year, i.e. until the end of the General Meeting called to approve the financial statements for ELEVENTH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that Mr. François SOULET de BRUGIERE s membership of the Supervisory Board expires at the end of the current General Meeting, renews him for one year, i.e. until the end of the General Meeting called to approve the financial statements for TWELFTH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that the term of office of AQUASOURCA, represented by Ms. Sophie Defforey-Crepet, as member of the Supervisory Board expires at the end of the current General Meeting, renews it for one year, i.e. until the end of the General Meeting called to approve the financial statements for THIRTEENTH RESOLUTION (renewal of a member of the Supervisory Board) The General Meeting, noting that Mrs. Sophie Servaty s term of office as member of the Supervisory Board expires at the end of the current General Meeting, renews her for one year, i.e. until the end of the General Meeting called to approve the financial statements for FOURTEENTH RESOLUTION (authorization to allow the company to purchase and sell its own shares) The General Meeting, after examining the Management Board report, authorizes the Management Board, in accordance with Article L of the French Commercial Code, to acquire on one or more occasions and at such times as it may deem fit, shares representing up to 10% of the share capital, subject to the following conditions: Maximum purchase price per share: 40 Maximum amount: 22,961,068 In accordance with Article L of the French Commercial Code, the acquisition of the company s own shares must not bring the shareholders equity below the level of the share capital plus non-distributable reserves. 5

6 These shares may be acquired, sold, transferred, exchanged, on one or more occasions by any means including by private agreement, block sale of holdings or the use of derivatives, for one of the purposes set forth by the law, i.e.: supporting the secondary market and ensuring the liquidity of the TOUAX SCA share through a liquidity agreement with an investment services provider acting independently, in accordance with the AMAFI Code of Practice recognized by the French Financial Markets Authority (AMF); granting stock options and/or allotting bonus shares to employees and managers of the company and/or of TOUAX Group companies as well as any allocatinf of shares as any employee savings plan or of the French statutory profit-sharing scheme and/or any other forms of allocating shares to employees and/or company officers; granting coverage for securities that entitle the holder to receive shares in the company under the regulations currently in force; retaining the shares bought, and using them later for trading or as payment in connection with external growth operations, it being stated that the shares acquired for this purpose may not exceed 5% of the share capital; and/or cancelling the shares, subject to the approval of the 20 th resolution below. For the first objective, the company s shares will be bought on its behalf by an investment services provider acting under a liquidity agreement and in accordance with the AMAFI Code of Practice approved by the French Financial Markets Authority (AMF). These transactions may be carried out at any time, including during a public offering, subject to the regulations in force. This authorization enters into effect on acceptance by this General Meeting. It is granted for a period of 18 months. It cancels and replaces the authorization granted by the 13 th resolution of the Ordinary General Meeting of June 15, The General Meeting grants all powers to the Management Board or any person duly appointed thereby, to decide when to implement this authorization and to determine its terms and conditions, and in particular to adjust the above purchase price in case of transactions that modify the shareholders equity, the share capital or the par value of the shares, to place any orders on the stock exchange, conclude any agreements, make all declarations, carry out all formalities and in general do everything that is required. FIFTEENTH RESOLUTION (capital increase through incorporation of the issue premium and corresponding modifications of the articles of association) The General Meeting held under the conditions of quorum and majority of ordinary general meetings, after having heard the report from the Management Board, and in accordance with article L of the Commercial Code: 1) decides to increase the share capital currently standing at 45,922,136 and divided into 5,740,267 nominal shares of 8, by 1,148,048 to 47,070,184 euros by the direct incorporation into the capital of this sum taken from the "issue premium" account, 6

7 2) decides that this capital increase be carried out through the creation of 143,506 new nominal shares of 8, awarded free to shareholders on an exchange ratio of one (1) new share for 40 old shares, 3) decides that the new shares will be, as soon as they are created, identical in all respects to the existing shares, with double voting rights being granted, from their issue, to the registered shares attributed free of charge to a shareholder in the proportion of the existing shares which benefit from this right, 4) decides that the entitlements forming fractional lots shall not be negotiable or transferable, that the shares corresponding to all of the fractional lots will be sold on the market and that the proceeds of the sale will be allocated to the owners of the fractional lots in proportion to their rights thirty days at the latest after registration under their account of the whole number of attributed shares, 5) notes the definitive realisation, from this days onwards, of the aforementioned capital increase and grants all powers to the Management Board to take all the necessary measures, particularly measures to protect holders of securities giving access to the capital, and in general to take necessary steps, 6) decides, as a consequence of the above, to modify article 6 of the articles of association in the following way: "The share capital is set at forty seven million, seventy thousand, one hundred and eighty four euros ( 47,070,184) and is divided into five million, eight hundred and eighty three thousand, seven hundred and seventy three (5,883,773) shares with a nominal value of eight (8) euros each". The rest of the article remains unchanged. SIXTEENTH RESOLUTION (delegation of authority to be granted to the Management Board in order to increase the share capital with preferential subscription rights) The General Meeting, after examining the report of the Management Board and the special report of the Statutory Auditors, in accordance with Articles L , L and L of the French Commercial Code, hereby: 1) delegates its authority to the Management Board to proceed with the issue, on one or more occasions, in such amounts and at such times as it may deem fit, on the French and/or international market, whether denominated in euros or in any other currency or accounting unit based on a basket of currencies, with preferential subscription rights for existing shareholders, of ordinary shares, and/or debt instrument and/or more generally of securities composite or not, including subscription or acquisition warrants issued on a standalone basis, giving either immediate or future access, at any time or on a predetermined date, to the Company s share capital or conferring entitlement to debt securities, by subscription, whether in cash or by offset of payable liquid debt, conversion, exchange, redemption, presentation of a warrant or in any other, and it being specified that the issuance of preference shares is excluded from the scope of this delegation. In accordance with article L of the Commercial Code, the securities to be issued can give access to ordinary shares in any company directly or indirectly owning more 7

8 than half of the capital or of which it directly or indirectly owns more than half of the capital; 2) decides that the total nominal amount of capital increases that may be carried out, whether immediately or over time, may not exceed twenty (20) million euros, subject to the provisions of the 18 th resolution. To this ceiling shall be added, where applicable, the nominal amount of the shares to be issued in the event of further financial transactions carried out, as provided by law, regulation or by contractual provisions, to protect the rights of holders of securities giving access to the share capital; 3) decides, should the Management Board uses this delegation, that the Management Board shall decide a reductible subscription rights if the subscription on an irreductible basis have not absorbed the entre securities or share issuance. The Management Board may have recourse, subject to the terms set forth by law and in the order it shall determine, to any of the options provided for by Article L of the French Commercial Code, and in particular may freely distribute all or part of the unsubscribed securities, offer to the general public all or a portion of the unsubscribed shares and/or securities and/or limit the issuance to the actual amount of subscription, provided chat such amount represent at least 3/4 of the approved issuance; 4) takes note that the decision to issue securities giving access to the Company s share capital shall entail, in favor of the holders of the issued securities, the express waiver by shareholders of their preferential right to subscribe to the shares to which the securities so issued shall give access; 5) grants all necessary powers to the Management Board in order to proceed with one or several capital increases that may deem necessary: to set the conditions of issuance(s), and, in particular, the forms and characteristics of shares and/or securities, to determine the amount to be issued within the limits set out above, the issuance price and the value of the share premium, set the starting and closing dates of the subscriptions; to record the completion of the capital increases and to make the corresponding changes in the articles of association; to calculate, on its own initiative, the capital increase costs on the amount of associated premiums and deduct from this amount the sums required to bring the legal reserve to one tenth of the new capital following each increase; and in general, to take any measures, pass any agreements, and carry out any formalities useful to the issue, the listing of securities, the successful outcome and financial service of securities issued under this delegation. This authorization is granted for a period of 26 months. It cancels and replaces the authorization granted by the 18 th resolution of the General Meeting of June 27, SEVENTEENTH RESOLUTION (delegation of authority in order to increase the share capital without preferential subscription rights through a public offering and with a priority delay for the existing shareholders) The General Meeting, after examining the report of the Management Board and the special report of the Statutory Auditors, recognizing that the capital is fully paid, and pursuant to 8

9 Articles L , L , L , L and L of the French Commercial Code, hereby: 1) delegates its authority to the Management Board, to proceed with the issue, on one or more occasions, in such amounts and at such times as it may deem fit, on the French and/or international market, by way of a public offering, either in euros or in any other currency or accounting unit based on a basket of currencies, of ordinary shares and more generally of any other securities, composite or not, including subscription or acquisition warrants issued on a standalone basis, giving either immediate or future access, at any time or on a predetermined date, to the Company s share capital or conferring entitlement to debt securities, by subscription, whether in cash or by offset of payable liquid debt, conversion, exchange, redemption, presentation of a warrant or in any other, and it being specified that the issuance of preference shares is excluded from the scope of this delegation; 2) decides that the total nominal amount of capital increases that may be carried out under this delegation, whether immediately or over time, may not exceed twenty (20) million euros, subject to the provisions of the 18 th resolution, given that the total nominal amount of capital that may be carried out pursuant this delegation will court toward the overall ceiling provided for in the 16 th resolution. To this ceiling shall be added, where applicable, the nominal amount of the shares to be issued in the event of further financial transactions carried out, as provided by law or contractual provisions, to protect the rights of holders of securities giving access to the Company s share capital; 3) decides to replace the shareholders preferential subscription right of in the context of the issues set out under this delegation with a priority period for shareholders to subscribe to the said shares and, to this purpose, cancel shareholders preferential subscription right to ordinary shares and securities to be issued, it being understood that the Management Board should grant shareholders the right to priority subscription to all said issues for a period of time and according to the terms that it sets out. This priority subscription will not allow the creation of negotiable priority subscription right, and may involve subscription to shares as of right or, potentially, to excess shares; 4) decides that the issuance price for equity securities will be at least equal to the minimum price as required by the legal and regulatory provisions applicable on the day the price is set; The issuance price for securities giving access to company capital will be such that the sum received immediately by the company, plus, as the case may be, the sum to be received eventually, is, for each share issued as a result of the issuance of these securities, at least equal to the issuance price set out in the previous paragraph; 5) resolves that if shareholder or public subscriptions have not absorbed the entire issue of shares or securities set out above, the Management Board can, in the order it sees fit, use one and/or other of the following powers pursuant to Article L of the French Commercial Code: (i) unsubscribed shares or securities may be fully or partly distributed by the Management Board to such persons as it chooses, in accordance with the legal and regulatory provisions currently in force, (ii) said shares or securities may be offered to the public, or (iii) the issue may be limited to the quantity of subscriptions actually 9

10 received, provided these amount to at least three quarters of the issue originally decided on; 6) takes note that the decision to issue securities giving access to the Company s share capital shall entail, in favor of the holders of the issued securities, the express waiver by shareholders of their preferential right to subscribe to the shares to which the securities so issued shall give access; 7) grants all necessary powers to the Management Board in order to proceed with one or several capital increases that may deem necessary: to set the conditions of issuance(s), and, in particular, the forms and characteristics of shares and/or securities, to determine the amount to be issued within the limits set out above, the issuance price and the value of the share premium, set the starting and closing dates of the subscriptions; to record the completion of the capital increases and to make the corresponding changes in the articles of association; to make any adjustments to take into account the impact of the operation on the company s capital and decide the terms for ensuring the preservation of rights of holders of securities eventually giving access to company capital in accordance with the applicable legal and regulatory provisions, and, where necessary, contractual agreements, allowing for other adjustments; to calculate, on its own initiative, the capital increase costs on the amount of associated premiums and deduct from this amount the sums required to bring the legal reserve to one tenth of the new capital following each increase; and in general, to take any measures, pass any agreements, and carry out any formalities useful to the issue, the listing of securities, the successful outcome and financial service of securities issued under this delegation. It is hereby stipulated that the Management Board may, within the context of the implementation of this delegation, modify, during the lifetime of the securities concerned, the terms given above, in accordance with applicable formalities. This authorization is granted for a period of 26 months as from the present General Meeting. It cancels and replaces the authorization granted by the 19 th resolution of the General Meeting of June 27, EIGHTEENTH RESOLUTION (delegation of authority to be granted to the Management board in order to increase the number of shares to be issued for issues that are oversubscribed) The General Meeting, after examining the report of the Management Board and the special report of the Statutory Auditors, and ruling in accordance with articles L of the French commercial code, authorizes the Management Board to decide, within the time periods and limits required by the legal and regulatory provisions applicable on the day of issuance (currently, within 30 days of the closure of the subscription, with a limit of 15% of the initial issue and at the same price as that used for the initial issue), for each issue decided on in application of the 16 th and 17 th resolutions, to increase the number of securities to issue, subject to compliance with the upper limit set out in the resolution in application of which the issue is decided. 10

11 This authorization is granted for a period of twenty-six months from this General Meeting. NINETEENTH RESOLUTION (delegation of authority to the Management Board to increase the capital reserved for Group s employees without preferential subscription rights) The General Meeting, after examining the Management Board report and the special report of the Statutory Auditors, pursuant to Articles L to of the French Labour Code and Articles L and L of the French Commercial Code: 1) delegates its authority to the Management Board, to proceed, on one or more occasions, subject to the conditions provided for in Art. L of the Labour Code, an increase of capital up to a maximum of 600,000, and to restrict this increase to the company s employees and to the associated companies pursuant to article L of the Commercial Code and investing in a company saving plan; 2) granted this delegation for a period of twenty-six months from today; 3) decides that the total quantity of shares that may be subscribed by employees may not exceed 3% of the amount of share capital on the date of the Management Board s decision, this amount being independent and separate from any other ceilings provided for under authorisations to increase the share capital; 4) decides that the subscription price of the shares shall be set as provided for in Art. L of the Labour Code; 5) grants the Management Board full powers to implement the present authorization and, to that purpose, - to set the number of new shares to be issued and the vesting date; - to set the issuance price for the new shares, having considered the special report of the Statutory Auditors; and to set the deadlines for employees to exercise their rights; - to decide when and how the new shares shall be paid out; - to record the corresponding capital increase(s), and to amend the Articles of Association accordingly; - to complete all necessary transactions and formalities entailed by the capital increase(s). This authorization shall also constitute the existing shareholders express waiver of their right of first refusal to the shares to be issued, in favour of the above employees. TWENTIETH RESOLUTION (authorization to reduce the share capital through cancellation of treasury stock in accordance with Article L of the French Commercial Code) The General Meeting, after taking note of the Management Board and the Statutory Auditors' report, and in accordance with Article L of the French Commercial Code, (1) authorises, for a period of twenty-four months from the present General Meeting, the Management Board to cancel, on one or more occasions, up to a maximum of 10% of the share capital per period of twenty-four months, some or all of the shares acquired by the Company in connection with the share buyback program pursuant to any authorisation granted by the present, a past or future General Meeting, 11

12 (2) autorises the Management Board to allocate the difference between the purchase price and the par value of the shares to whichever reserve account it sees fit, (3) grants the Management Board all powers to set the terms and conditions of the cancellation, amend the Company's Articles of Association accordingly, and to undertake all necessary formalities. This authorization enters into effect on acceptance by this General Meeting. It cancels and replaces the authorization granted by the 15 th resolution of the Extraordinary General Meeting of June 15, TWENTY FIRST RESOLUTION (amendment of the articles of association) The General Meeting, having made itself familiar with the Management Board report, decides to modify article 2 corporate purpose and to add a penultimate paragraph as follows: "The Company's purpose, in all countries: [ ] - the possibility of carrying out services of all kinds with regard to the Touax group, which can relate to the purposes stated above and to all similar or related purposes and which may aid the development of the company's business and that of its subsidiaries, [ ]". TWENTY SECOND RESOLUTION (formalities) The General Meeting grants all powers to the bearer of a copy or extract of the minutes of this General Meeting in order to carry out the legal and statutory formalities. *********** 12