KLEPIERRE A limited company (société anonyme) with an Executive Board and Supervisory Board with share capital of 279,258,476 euros Registered Office: 21 avenue Kléber - 75116 PARIS 780 152 914 RCS PARIS NOTICE OF MEETING A combined ordinary and extraordinary general meeting of shareholders will be convened on Thursday, 11 April 2013 at 10.00 a.m. at the Centre Etoile Saint-Honoré, 21/25 rue Balzac 75008 PARIS, in accordance with applicable laws and regulations. The agenda will be as follows: Within the powers of the Ordinary General Meeting - Reports of the Executive Board, supervisory board and statutory auditors on operations during the financial year ending 31 December 2012; - Approval of the Company s financial statements for the financial year ending 31 December 2012; - Approval of the consolidated Company s financial statements for the financial year ending 31 December 2012; - Allocation of income for the financial year ending 31 December 2012; - Approval of the transactions and agreements referred to in Article L. 225-86 of the French Commercial Code; - Renewal of the appointments of Messrs. Bertrand de FEYDEAU and Vivien LEVY-GARBOUA as members of the Supervisory Board; - Ratification of the appointment by cooption of Mrs. Catherine SIMONI as member of the Supervisory Board; - Authorisation to be given to the Executive Board for a period of 18 months to deal in the Company s own shares. Within the powers of the Extraordinary General Meeting - Delegation of authority to be given to the Executive Board for a period of 26 months to reduce the share capital by cancellation of treasury shares; - Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue shares and/or securities giving access to the share capital of the Company or its subsidiaries and/or securities conferring a right to the allocation of debt securities, with preferential subscription rights; - Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue, by way of public offer, shares and/or securities giving access to the share capital of the Company or its subsidiaries and/or securities conferring a right to the allocation of debt securities, without preferential subscription rights; 1
- Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue, by way of private placement under article L.411-2 II of the French Monetary and Financial Code, shares and/or securities giving access to the share capital of the Company and/or securities conferring a right to the allocation of debt securities, without preferential subscription rights; - Delegation of authority to be given to the Executive Board for a period of 26 months to increase the number of securities to be issued in the event of a share capital increase with or without preferential subscription rights; - Delegation of authority to be given to the Executive Board for a period of 26 months to issue shares and/or securities giving access to the share capital without preferential subscription as consideration for contributions in kind consisting of equity securities and/or securities giving access to the share capital; - Delegation of authority to be given to the Executive Board for a period of 26 months to increase the share capital through the capitalization of premiums, reserves, profits or other items; - Delegation of authority to be given to the Executive Board for a period of 26 months to issue, without preferential subscription rights, shares or securities giving access to the share capital reserved for members of employee savings plans; - General limitation on authorizations for the issuance of shares and securities giving access to share capital; - Powers to carry out formalities. BY THE POWER OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS FIRST RESOLUTION (Approval of the Company s financial statements for the financial year ending 31 December 2012) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, having taken into account the reports of the Executive Board, of the Supervisory Board, and of the Statutory Auditors, approves the Company s annual financial statements as they have been presented for the fiscal year ending December 31, 2012, including the balance sheet, the income statement and the annex, resulting in a profit of EUR 514,767,021.18. It also approves the transactions reflected in those financial statements and summarized in those reports. SECOND RESOLUTION (Approval of the consolidated Company s financial statements for the financial year ending 31 December 2012) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, having taken into account the reports of the Executive Board, of the Supervisory Board, and of the Statutory Auditors, approves the Company s consolidated financial statements as they have been presented for the fiscal year ending December 31, 2012, including the balance sheet, the income statement and the annex, resulting in a profit of EUR 261,892,000.00. It also approves the transactions reflected in those financial statements and summarized in those reports. 2
THIRD RESOLUTION (Allocation of income for the financial year ending 31 December 2012) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, resolves to allocate as follows the distributable income of the fiscal year, which amounts to EUR 514,767,021.18: - Profits 514,767,021.18 euros - Allocation to the legal reserve 1,375,094.00 euros -------------------------- - Balance 513,391,927.18 euros - Retained earnings 408,857,184.82 euros -------------------------- - Resulting in distributable profits of 922,249,112.00 euros - Dividend to shareholders 299,205,510.00 euros Including an exempted activity dividend of Including a taxable activities dividend of 273,274,365.80 euros 25.931.144.20 euros (resulting in a distribution of 1.50 euros per share) -------------------------- - Balance of retained earnings 623,043,602.00 euros The dividend amount of 299,205,510.00 euros, which represents a dividend of 1.50 euros per share, constitutes revenue eligible for an allowance at a rate of 40% (as stated in Article 158-3-2 of the French General Tax Code) up to 0.13 euros per share. The balance (which would be 1.37 euros per share) corresponding to the exempted activity dividend is not eligible for this tax deduction. In accordance with the provisions of article L.225-210 of the French Commercial Code, the general meeting determines that the amount corresponding to treasury shares at the dividend payment date, as well as the amount in respect of which shareholders may waive, will be allocated to retained earnings. Such sums will reduce the distributions deducted from the results of the exempted activity and of the taxable activities in the same proportions as those indicated above (i.e., 0.13 euros per share for the results of exempted activity and 1.37 euros per share for the results of taxable activities). As a reminder, according to Article 243 bis of the French General Tax Code, the dividends of the last three fiscal years were as follows: Fiscal Year Total dividends to shareholders Net dividend per share Amount eligible for exemption under Article 158-3-2 of the General Tax Code Amount not eligible for exemption under Article 158-3-2 of the General Tax Code 2009 227,465,198.75 1.25 227,465,198.75 2010 256,025,124.00 1.35 256,025,124.00-2011 274,989,948.00 1.45 91,031,155.20 183,958,792.80 (in euros) - 3
FOURTH RESOLUTION (Approval of the transactions and agreements referred to in Article L. 225-86 of the French Commercial Code) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, having taken note of the special report of the Statutory Auditors on the agreements referred to in Article L. 225-86 of the French Commercial Code and relating to the fiscal year ending December 31, 2012, approves such report and all of its provisions, as well as any new agreements that are referred to therein, in accordance with the provisions of Article L. 225-88 of said Code. FIFTH RESOLUTION (Renewal of the term of office of Mr. Bertrand de Feydau as member of the Supervisory Board) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, noting that the term of office of Mr. Bertrand de Feydeau as a member of the Supervisory Board expires today, renews his term of office for a duration of three years, which shall end at the close of the General Meeting convened to vote in 2016 on the financial statements for the fiscal year ended December 31, 2015. Mr. Bertrand de Feydeau announced his acceptance of the renewal of his term of office and that he neither performed a function nor was subject to any action that would prevent him from carrying out this role. SIXTH RESOLUTION (Renewal of the term of office of Mr. Vivien Lévy-Garboua as member of the Supervisory Board) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, noting that the term of office of Mr. Vivien Lévy-Garboua as a member of the Supervisory Board expires today, renews his term of office for a duration of three years, which shall end at the close of the Ordinary General Meeting convened to vote in 2016 on the financial statements for the fiscal year ended December 31, 2015. Mr. Vivien Lévy-Garboua announced his acceptance of the renewal of his term of office and that he neither performed a function nor was subject to any action that would prevent him from carrying out this role. SEVENTH RESOLUTION (Ratification of the nomination of Mrs. Catherine Simoni as a member of the Supervisory Board) The general meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, ratifies the provisional nomination made by the Supervisory Board during its meeting on December 20 th, 2012 of Ms Catherine Simoni, living at 32, avenue Carnot 75017 Paris, as a member of the Supervisory Board, to replace Mr. Jérôme Bédier, whose resignation takes effect on May 9, 2012. As a result, Ms Catherine Simoni will exercise his functions for the remainder of his predecessor s term of office, which is until the close of the Ordinary General Meeting convened to vote in 2014 on the financial statements for the fiscal year ended December 31, 2013. 4
EIGHTH RESOLUTION (Authorisation to be given to the Executive Board for a period of 18 months to deal in the Company s own shares) The General Meeting, acting in accordance with the quorum and majority requirements for Ordinary General Meetings, having examined the report of the Executive Board, authorizes the Executive Board, with the power to sub-delegate under the conditions provided by law, in accordance with the provisions of Articles L.225-209 et seq. of the French Commercial Code, to purchase or arrange for the purchase of the Company s shares, in particular for the following purposes: to engage in market making activities with respect to Klépierre shares through an investment services provider, in the context of a liquidity contract conforming to the professional-conduct rules approved by the French Financial Market Authority (Autorité des marchés financiers); or to deliver shares (by way of exchange, payment, or otherwise) within the context of acquisitions, mergers, spin-offs or contributions; or to implement any stock option plan in respect of the Company s shares in accordance with the provisions of Articles L. 225-117 et seq. of the French Commercial Code, or any similar plan; or in general, to fulfill obligations relating to share option programs or other allocations of shares to employees or officers of the issuer or an affiliate; or to deliver shares upon the exercise of rights attached to securities giving access to the Company s share capital by way of repayments, conversion, exchange, exercise of a warrant or in any other manner; or to cancel all or part of the repurchased shares, subject to the Extraordinary General Meeting s adoption of the ninth resolution below and in accordance with the terms therewith; or to allocate free shares in accordance with the provisions of Articles L.225-197-1 et seq. and the French Commercial Code; or to allocate or sell shares to employees in order to allow them to participate in the Company s growth, or to implement any company or group savings plan as provided by law, including Articles L.3332-1 et seq. of the French Labor Code, through the transfer of shares acquired previously by the Company under this resolution, or providing for a free grant of shares in respect of a contribution in shares by the Company and/or to replace the discount. This program is also intended to allow the implementation of any market practices that may subsequently be admitted by the French Financial Market Authority (Autorité des marchés financiers) or, more generally, the execution of any operation that complies with the applicable regulations. In such circumstances, the Company will inform its shareholders by means of a press release. The number of shares purchased by the Company is subject to the following limitations: the number of share that the Company purchases during the share repurchase program may not, at any time, exceed 5% of the Company s share capital, said percentage being applied to the capital adjusted to take into account any relevant transactions that may occur after this General Meeting, i.e. for information only, 199,470,340 shares as at December 31, 2012; the number of shares that the Company holds at any time may not exceed 10% of the Company s share capital on the date in question. Shares may be bought, sold or transferred at any time (including in pre-offering periods but not during the period of a takeover bid) to the extent permitted by current legal and regulatory provisions, as well as to the extent permitted by this resolution, and such transactions may be carried out by any means, on 5
regulated markets, in multilateral trading systems, with systematic internalizers or in privately-negotiated transactions, including by the block trading of securities (with no limit on the proportion of the share repurchase program that may be carried out by this method), by public offers to purchase or exchange shares, or through the use of options or other future instruments traded on regulated markets, in multilateral trading systems, with systematic internalizers or in privately-negotiated transactions, or through delivery of shares following the issue of securities giving access to the Company s share capital by way of conversion, exchange, redemption, exercise of a warrant or otherwise, either directly or indirectly through an investment services provider acting under article L.225-126 of the French Commercial Code. The maximum purchase price of the shares pursuant to this resolution shall be forty-five (45) euros per share (or the equivalent of that amount in any other currency on the same date), such maximum price being applicable only to purchases decided upon as from the date of this Meeting and not to future transactions entered into pursuant to an authorization granted by a previous General Meeting providing for purchases of shares after the date of this Meeting. The total amount allocated to the share repurchase program authorized above may not exceed 448,808,265 euros. With effect from the date hereof, this authorization cancels any unused portion of any earlier authorization granted to the Executive Board to trade in the Company s shares. This authorization is granted for a period of eighteen months from the date hereof. In the event of alteration of the nominal value of the shares, capital increase through the capitalization of reserves, allocation of free shares, stock split or reverse stock split, distribution of reserves or any other assets, amortization of capital or any other transaction affecting the equity capital, the General Meeting grants the Executive Board, with power to sub-delegate as provided by law, the power to adjust the aforementioned maximum purchase price to take account of the impact of such transactions on the value of the shares. The General Meeting grants all necessary powers to the Executive Board, with power to sub-delegate as provided by law, to decide upon and implement this authorization, to specify, if necessary, the terms and to determine the manner of implementation thereof, to carry out the share repurchase program, in particular, by placing any stock exchange orders, entering into any agreement, allocating or re-allocating the shares acquired for the objectives pursued in accordance with the applicable law and regulation, to determine, if necessary, the conditions and manner of safeguarding the rights of the holders of the securities or options, in accordance with applicable legal, regulatory or contractually applicable provisions, to make any declarations to the French Financial Market Authority (Autorité des marchés financiers) and any other competent authority, carry out any formalities and, generally, take any necessary action. BY THE POWER OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS NINTH RESOLUTION (Delegation of authority to be given to the Executive Board for a period of 26 months to reduce the share capital by cancellation of treasury shares) The General Meeting, acting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having taken into account the report of the Executive Board and the special report of the Statutory Auditors, authorizes the Executive Board to reduce the share capital, at once or in several stages, in the proportions and according to the timing as decided by the Executive Board, by cancelling a quantity of treasury shares in its discretion, within the limits set forth by applicable law, in accordance with the provisions of Article L.225-209 et seq.of the French Commercial Code and Article L.225-213 of the same Code. 6
The maximum number of shares that may be cancelled by the Company pursuant to this authorization over a period of twenty-four months is ten percent (10%) of the Company s share capital, at any given moment, i.e. at December 31, 2012, 199,470,340 shares, provided that this limitation applies to the Company s share capital as may be adjusted, if necessary, to take into account transactions affecting such share capital which take place after this General Meeting. With effect from the date hereof, this authorization cancels any as yet unexercised part of any previous authorization granted to the Executive Board authorizing the reduction of the share capital by the cancellation of treasury shares. This authorization is given for a period of twenty-six months with effect from the date hereof. The general meeting grants all necessary powers to the Executive Board, with power to sub-delegate as provided by law, to charge the difference between the book value of any cancelled shares and their nominal value to any reserve or premium account, to carry out the cancellation or capital reduction transactions authorized hereby, to change the Articles of Association accordingly, and to carry out any other necessary formalities. TENTH RESOLUTION (Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue shares and/or securities giving access to the share capital of the Company or its subsidiaries and/or securities conferring a right to the allocation of debt securities, with preferential subscription rights) The General Meeting, acting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having taken into account the report of the Executive Board and the special report of the Statutory Auditors, and pursuant to the provisions of Articles L.225-129 et seq., and, in particular, Article L.225-129-2 of said Code, and the provisions of Article L.228-91 et seq. of said Code : 1. Delegates to the Executive Board with the power to sub-delegate under the conditions provided by law, its authority, subject to the prior authorization of the Supervisory Board in accordance with Article 16-3 of the Company s by-laws, to increase the share capital, at once or in several stages, in France or abroad, in the proportion and according to the timing as decided by the Executive Board, whether in euros or in any other currency or monetary unit established by reference to a basket of currencies, by issuing shares or negotiable securities giving access to the share capital of the Company (whether new or existing shares), for consideration or for free, in accordance with Articles L. 225-149 et seq. and L. 228-91 et seq. of the French Commercial Code, provided that such shares and negotiable securities may be subscribed for in cash, by the set-off of debts or in part by the capitalization of reserves, profits or premiums, or, under the same conditions, to issue negotiable securities giving access to the existing share capital of the Company or conferring a right to the allocation of debt securities in accordance with Articles L. 228-91 et seq. of the French Commercial Code; 2. Delegates to the Executive Board, with power to sub-delegate as provided by law, its authority to decide upon issuances of securities giving access to the share capital of a company which directly or indirectly owns more than half of its share capital, or of companies of which the Company directly or indirectly owns more than half of the capital, provided that such issuances of securities must have been authorized by the company for which such rights will be exercised; 3. Resolves that the maximum amounts of the capital increases authorized in the event that the Executive Board uses this authorization shall be as follows: - the maximum nominal amount of the capital increases that may be carried out immediately or in the future pursuant to this authorization shall be fixed at sixty million (60,000,000) euros or the equivalent amount in any other currency or monetary unit established by reference to a basket of currencies, it being specified that this amount will count towards the overall limit applicable to share capital increases set forth in the seventeenth resolution proposed at the present General 7
Meeting or, as the case may be, towards the overall limit set forth in a similar resolution succeeding such resolution that may be enacted during the period of validity of this delegation of authority. Said cap shall, if necessary, be increased by the nominal amount of shares that may be issued in addition in the event of further financial transactions, in order to preserve the rights in accordance with applicable law and applicable contractual provisions, if any of holders of negotiable securities giving access to the share capital, or to stock options or free allotment rights; - In the event debt securities are issued pursuant to the present delegation, the maximum nominal amount of the debt securities that may be issued immediately or in the future under this delegation shall not exceed one billion two hundred (1,200,000,000) euros or the equivalent amount in any other currency or monetary unit established by reference to a basket of currencies, with this amount being further supplemented, as appropriate, by any redemption premium above the nominal value, it being specified that this amount will count towards the overall limit applicable to share capital increases set forth in the seventeenth resolution proposed at the present General Meeting or, as the case may be, towards the overall limit set forth in a similar resolution succeeding such resolution that may be enacted during the period of validity of this delegation of authority.; 4. sets the period of validity of the authorization granted pursuant to this resolution at twenty-six months from the date hereof; 5. in the event that the Executive Board uses this authorization: - resolves that shareholders will have a preferential right to subscribe for the issue or issues on an irreducible basis in proportion to the number of shares then owned by them; - officially notes that the Executive Board has the power to introduce a reducible subscription right; - officially notes that this authorization automatically involves the waiver by shareholders, in favor of the holders of securities giving access to the share capital, of their preferential subscription rights in respect of shares into which such securities are convertible, whether immediately or in the future; - officially notes that in accordance with Article L. 225-134 of the French Commercial Code, if irreducible, and, if applicable, reducible subscriptions do not absorb the entirety of the capital increase, the Executive Board may exercise one or more of the following options under the conditions provided by law and in such order as it shall determine: in its discretion, to distribute all or part of the shares, or, in the case of securities giving access to the share capital, such securities, the issue of which has been decided upon but that have not been subscribed; to offer all or part of the shares or, in the case of securities giving access to the share capital, securities which have not been subscribed for, to the public in France or abroad; in general and including in the two cases referred to above, to limit the capital increase to the amount of the subscriptions, provided that said amount equals at least three quarters of the amount of the increase decided upon; - resolves that warrants to subscribe for the Company s shares may also be issued by way of rights offering, but also by free allocations to the owners of existing shares, provided that the Executive Board shall have the option to decide that allocation rights in respect of fractional shares shall be neither tradable nor transferrable and that the corresponding securities shall be sold; 6. resolves that the Executive Board, with power to sub-delegate as provided by law, will have all 8
necessary powers to implement this delegation of authority, in particular in order to: - decide to increase the capital and determine the negotiable securities to be issued; - decide on the amount of the capital increase, the issue price and the amount of the premium that may, if necessary, be requested upon issue; - determine the dates and terms of the capital increase, and the nature, number and characteristics of the securities to be created; decide, in addition, in the case of bonds or other debt securities (including the negotiable securities conferring a right to the allocation of debt securities referred to in Article L. 228-91 of the French Commercial Code), whether they will be subordinated or not, set their interest rate, and provide, if necessary, for compulsory or optional cases of suspension or non-payment of interest, provide for their term (fixed or perpetual), the possibility of reducing or increasing the nominal value of the securities and the other terms of issue and redemption; if necessary, these securities may be coupled with warrants conferring a right to the allocation, acquisition or subscription of bonds or other negotiable securities representing debt, or may provide for the Company to have the option to issue debt securities (whether of a similar nature or otherwise) by way of payment of interest payment of which has been suspended by the company, or alternatively could take the form of complex bonds as defined by the market authorities; and amend the terms referred to above during the term of the securities concerned, in compliance with the applicable formalities; - determine the manner of payment for the shares or negotiable securities giving access to the share capital to be issued immediately or in the future; - if necessary, determine the terms of exercise of the rights attached to the shares or negotiable securities giving access to the share capital to be issued and, in particular, determine, even retroactively, the effective date from which the new shares will carry entitlement to dividends, together with any other terms and conditions for completion of the capital increase; - set the terms and conditions under which the company will have, if necessary, at any time or during fixed periods, the right to purchase or exchange on the stock exchange securities issued or to be issued, immediately or in the future, in order to cancel them or not, in accordance with the law; - provide for the suspension of the exercise of the rights attached to the issued securities as permitted by relevant laws and regulations, if necessary; - at its sole initiative, charge the costs of the capital increase to the amount of the associated premiums and deduct from said amount the sums necessary to fund the statutory reserve; - determine and make any necessary adjustments to take into account the impact of transactions on the Company s capital and define any other terms and conditions that ensure that holders of securities giving access to the share capital (including through cash adjustments) will be protected, if necessary, in accordance with applicable laws, regulations and contractual provisions, if applicable; - cause the shares or the securities to be issued to be admitted to trading on a regulated market; - record completion of each capital increase and amend the Articles of Association accordingly; - in general, enter into any agreement, in particular to ensure successful completion of the planned issuances, and take any measures and carry out any formalities relevant for the issuance, listing and financial servicing of the securities and transactions issued pursuant to this authorization, together with the exercise of the rights attached thereto; 7. officially notes that, with effect from the date hereof, this authorization cancels any as yet unused part of any previous authorization granted for the same purpose, i.e. any delegation of authority relating to 9
capital increases with preferential subscription rights, covering the securities and transactions referred to in this resolution; ELEVENTH RESOLUTION (Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue, by way of public offer, shares and/or securities giving access to the share capital of the Company or its subsidiaries and/or securities conferring a right to the allocation of debt securities, without preferential subscription rights) The General Meeting, acting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having taken into account the report of the Executive Board and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, and in particular those of Articles L. 225-129-2, L. 225-135, L. 225-136 and L. 225-148 of said Code and those of Articles L. 228-91 et seq. of said Code: 1. delegates to the Executive Board, with the power to sub-delegate under the conditions prescribed by law, its authority to decide, subject to the prior authorization of the Supervisory Board in accordance with Article 16-3 of the Company s by-laws, to increase the share capital, at once or in several stages, in the proportion and according to the timing as decided by the Executive Board, in France or abroad, by making a public offering of shares, whether in euros or in any other currency or monetary unit established by reference to a basket of currencies, by way of the issue of shares or negotiable securities giving access to the Company s share capital (whether new or existing shares), issued for consideration or for free, in accordance with Articles L. 228-91 et seq. of the French Commercial Code, provided that the shares and other negotiable securities may be subscribed for in cash, by the set-off of receivables, or in part by the capitalization of reserves, profits or premiums, or, under the same conditions, to issue negotiable securities giving access to the existing share capital of the Company or conferring a right to the allocation of debt securities in accordance with Articles L. 228-91 et seq. of the French Commercial Code. These negotiable securities may, in particular, be issued for the purpose of paying for securities transferred to the Company in the context of a securities exchange takeover bid made in France or abroad in accordance with local rules in relation to securities satisfying the conditions set out in Article L. 225-148 of the French Commercial Code; 2. delegates to the Executive Board, with the power to sub-delegate as permitted by law, its authority to decide to issue shares or securities giving access to the Company s share capital following the issuance, by companies of which the Company directly or indirectly owns more than half the share capital, or by companies that own directly or indirectly more than half of its share capital, of securities giving access to the Company s share capital. This resolution automatically entails an unconditional waiver, in favor of the future holders of securities that may be issued by Group companies, by existing shareholders of their preferential subscription rights with respect to shares or securities giving access to the share capital of the Company to which any such future securities may give access; 3. delegates to the Executive Board, with power to sub-delegate as provided by law, its authority to decide upon issuances of securities giving access to the share capital of a company which directly or indirectly owns more than half of its share capital, or of companies of which the Company directly or indirectly owns more than half of the capital, provided that such issuances of securities must have been authorized by the company for which such rights will be exercised; 4. resolves to limit the amounts of the capital increases authorized in the event that this authorization is used by the Executive Board as follows: - the maximum nominal amount of the capital increases that may be carried out pursuant to this delegation, whether immediately or in the future, shall be forty million (40,000,000) euros, or the equivalent amount in any other currency or monetary unit established by reference to a 10
basket of currencies, provided that said amount will count towards the overall limit applicable to share capital increases set forth in Resolution seventeenth of this meeting or, if applicable, towards any limit that may be stipulated by any resolution of the same nature that may follow said resolution during the period of validity of this delegation of authority; - if necessary, said maximum amounts shall be increased by the nominal amount of any shares issued in the event of further financial transactions in order to preserve the rights in accordance with applicable law and applicable contractual provisions, if any of holders of securities giving access to the share capital; - in the event the debt securities should be issued pursuant to the present delegation, the maximum nominal amount of debt securities that may be issued immediately or in the future under this delegation shall not exceed eight hundred million (800,000,000) euros or the equivalent amount in any other currency or monetary unit established by reference to a basket of currencies, with this amount being further supplemented, as appropriate, by any redemption premium above the nominal value, provided that this amount will count towards the overall limit applicable to the issuance of negotiable debt securities set forth in the seventeenth resolution of this meeting, or, if applicable, towards the overall limit set forth in a similar resolution succeeding such resolution and enacted during the period of validity of this delegation of authority; 5. sets the period of validity of the delegation of authority granted pursuant to this resolution at twenty-six months from the date hereof; 6. resolves to cancel the preferential subscription rights of shareholders in respect of the securities that are the subject matter of this resolution, while nevertheless granting the Executive Board the option, pursuant to Article L. 225-135, sub-paragraph 2, to grant shareholders, for such period and on such terms as it shall determine in accordance with the applicable legal and regulatory provisions, and in respect of all or part of an issue, a priority subscription period not giving rise to the creation of tradable rights, and which must be exercised in proportion to the number of shares owned by each shareholder and may potentially be supplemented by a reducible subscription; 7. officially notes that if subscriptions, including those of shareholders, if applicable, do not absorb the entirety of the issue, the Executive Board may take, in the order it determines, any of the following actions: - freely allocate all or part of the securities not subscribed; - conduct a public offering for all or part of the securities not subscribed; - limit the amount of the operation to the amount of the subscriptions received, on the condition that said amount is at least three quarters of the issue decided upon; 8. officially notes that this delegation automatically entails an express waiver, in favor of the holders of the issued securities giving access to the share capital, by the shareholders of their preferential subscription rights in respect of the shares to which said securities will entitle their holders; 9. officially notes the fact that, in accordance with Article L. 225-136 1, sub-paragraph 1 of the French Commercial Code: - the issue price of the shares issued directly shall be at least equal to the minimum provided by the regulatory provisions applicable on the date of issue (currently, the weighted average price of the three last trading days on the regulated market of Euronext Paris preceding the determination of the subscription price of the capital increase, minus 5%), after adjusting this average, if necessary, in the event of a difference between the dividend entitlement dates; 11
- the issue price of the securities giving access to the share capital and the number of shares into which each security is convertible, redeemable, or otherwise transformable shall be such that the amount received immediately by the Company plus any amount to be received subsequently by the Company will be, for each share issued as a consequence of the issuance of such securities, at least equal to the minimum subscription price defined in the previous paragraph; 10. resolves that the Executive Board, with the power to sub-delegate as permitted by law, will have all necessary powers to implement this delegation of authority, in particular in order to: - decide to increase the capital and determine the negotiable securities to be issued; - decide the amount of the capital increase, the issue price and the amount of the premium that may, if necessary, be requested upon issue; - determine the dates and terms of the capital increase, and the nature, number and characteristics of the securities to be created; decide, in addition, in the case of bonds or other debt securities (including the negotiable securities conferring a right to the allocation of debt securities referred to in Article L. 228-91 of the French Commercial Code), whether they will be subordinated or not, set their interest rate, and provide, if necessary, for compulsory or optional cases of suspension or non-payment of interest, provide for their term (fixed or perpetual), the possibility of reducing or increasing the nominal value of the securities and the other terms of issue and redemption; if necessary, these securities may be coupled with warrants conferring a right to the allocation, acquisition or subscription of bonds or other negotiable securities representing debt, or may provide for the Company to have the option to issue debt securities (whether of a similar nature or otherwise) by way of payment of interest payment of which has been suspended by the company, or alternatively could take the form of complex bonds as defined by the market authorities; and amend the terms referred to above during the term of the securities concerned, in compliance with the applicable formalities; - determine the manner of payment for the shares or negotiable securities giving access to the share capital to be issued immediately or in the future; - if necessary, determine the terms of exercise of the rights attached to the shares or securities giving access to the share capital to be issued and, in particular, determine, even retroactively, the effective date from which the new shares will carry entitlement to dividends, together with any other terms and conditions for completion of the capital increase; - set the terms and conditions under which the company will have, if necessary, at any time or during fixed periods, the right to purchase or exchange on the stock exchange securities issued or to be issued, immediately or in the future, in order to cancel them or not, in accordance with the law; - provide for the suspension of the exercise of the rights attached to the issued securities as permitted by relevant laws and regulations, if necessary; - in the event of an issuance of securities for the purpose of paying for shares contributed in the context of a public exchange offer (offre publique d échange (OPE)), draw up a list of securities to be contributed on the exchange, set the conditions for the issuance, the exchange ratio as well as the amount of any additional payment in cash (soulte), if any, the terms for setting the price provided for in paragraph 9 of this resolution not being applicable, and determine the terms and conditions of an issuance for an OPE, an alternative purchase or exchange offer, a single offer to buy or trade securities in consideration for a payment in securities or cash, a principal public tender offer (offre publique d achat (OPA)) or public exchange offer accompanied by a subsidiary public exchange offer or public tender offer, or 12
any other form of public offer complying with the law and regulations applicable to such a public offer; - on its sole initiative, charge the costs of the capital increases to the amount of the associated premiums and deduct from said amount the sums necessary to fund the statutory reserve; - determine and make any necessary adjustments to take into account the impact of transactions on the Company s capital and define the terms and conditions on which the rights of holders of securities giving access to the share capital (including through cash adjustments) will be protected, if necessary; - record completion of each capital increase and amend the Articles of Association accordingly; - cause the shares or the securities to be issued to be admitted to trading on a regulated market; - in general, enter into any agreement, in particular to complete the contemplated issues successfully, and take any measures and complete any formalities necessary for the issue, listing and financial servicing of the securities issued pursuant to this authorization, together with the exercise of the rights attached thereto; 11. officially notes that, with effect from the date hereof, this authorization cancels any as yet unused part of any previous authorization granted for the same purpose, i.e. any delegation of authority relating to capital increases without preferential subscription rights, by public offering, covering the securities and transactions referred to in this resolution; TWELFTH RESOLUTION (Delegation of authority to be given to the Executive Board for a period of 26 months to decide to issue, by way of private placement under article L.411-2 II of the French Monetary and Financial Code, shares and/or securities giving access to the share capital of the Company and/or securities conferring a right to the allocation of debt securities, without preferential subscription rights) The General Meeting, acting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having taken note of the report of the Executive Board and the special report of the Statutory Auditors, and in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, and in particular those of Articles L. 225-129-2, L. 225-135, L. 225-136 and L. 225-148 of said Code and those of Articles L. 228-91 et seq. of said Code: 1. delegates to the Executive Board, with the power to sub-delegate under the conditions prescribed by law, its authority, subject to prior authorization of the Supervisory Board pursuant to Article 16-3 of the Company s by-laws, to increase the share capital, at once or in several stages, in the proportion and according to the timing as decided by the Executive Board, in France or abroad, through an offer covered by Article L. 411-2, II of the French Monetary and Financial Code, whether in euros or in any other currency or monetary unit established by reference to a basket of currencies, by way of the issue of shares or negotiable securities giving access to the Company s share capital (whether new or existing shares), issued for consideration or for free, in accordance with Articles L. 228-91 et seq. of the French Commercial Code, provided that the shares and other negotiable securities may be subscribed for in cash, by the set-off of receivables, or in part by the capitalization of reserves, profits or premiums, or, under the same conditions, to issue negotiable securities giving access to the existing share capital of the Company or conferring a right to the allocation of debt securities in accordance with Articles L. 228-91 et seq. of the French Commercial Code; 2. delegates to the Executive Board, with the power to sub-delegate as permitted by law, its authority to decide to issue shares or securities giving access to the Company s share capital following the issue, by companies of which the Company directly or indirectly owns more than half the share capital or by companies which directly or indirectly own more than half of its capital, of securities giving access to the 13
Company s share capital. This resolution automatically entails an unconditional waiver, in favor of the future holders of securities that may be issued by Group companies, by existing shareholders of their preferential subscription rights with respect to shares or securities giving access to the share capital of the Company to which any such future securities may give access; 3. delegates to the Executive Board, with the power to sub-delegate, its authority to decide upon issuances of securities giving access to the share capital of which the Company directly or indirectly owns more than half of the capital or companies which directly or indirectly own more than half of the capital; provided that such issuances of securities must have been authorized by the company for which such rights will be exercised. 4. resolves to limit the amounts of the capital increases authorized in the event that this authorization is used by the Executive Board as follows: - the maximum nominal amount of the capital increases that may be carried out pursuant to this delegation, whether immediately or in the future, shall be forty million (40.000.000) million euros or the equivalent amount in any other currency or monetary unit established by reference to a basket of currencies, provided that said amount will count towards the overall limit applicable to share capital increases set forth in Resolution seventeenth of this meeting or, if applicable, towards any limit that may be stipulated by any resolution of the same nature that may follow said resolution during the period of validity of this delegation of authority; - if necessary, said maximum amounts shall be increased by the nominal amount of any shares issued in the event of further financial transactions in order to preserve the rights in accordance with applicable law and applicable contractual provisions, if any of holders of securities giving access to the share capital; and - in the event that debt securities are issued pursuant to this delegation, the maximum nominal amount of debt securities that may be issued immediately or in the future may not exceed eight hundred million (800,000,000) euros or the equivalent amount in any other currency or monetary unit established by reference to a basket of currencies at the date of issue, with this amount being further supplemented, as appropriate, by any redemption premium above the nominal value, provided that this amount will count towards the overall nominal limit applicable to the issuance of debt securities set forth in paragraph 4 of Resolution eleventh of this meeting and towards the overall limit applicable to the issuance of debt securities stipulated by Resolution seventeenth of this meeting or, if applicable, towards the overall limit that may be stipulated by any resolution of the same nature that may follow said resolution during the period of validity of this delegation of authority; 5. sets the period of validity of the delegation of authority granted pursuant to this resolution at twenty-six months from the date hereof; 6. resolves to cancel the preferential subscription rights of shareholders in respect of the securities that are the subject matter of this resolution 7. officially notes that if subscriptions do not absorb the entirety of the issue, the Executive Board may take, in the order it determines, any of the following actions: - freely allocate all or part of the securities not subscribed; - limit the amount of the operation to the amount of the subscriptions received, on the condition that said amount is at least three quarters of the issue decided upon; 8. officially notes that this delegation automatically entails an express waiver, in favor of the holders of the issued securities giving access to the share capital, by the shareholders of their preferential subscription rights in respect of the shares to which said securities will entitle their holders; 14