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225

Registration Document 2016

/

INGENICO GROUP

/

Combined ordinary and Extraordinary Shareholders’ Meeting of May 10, 2017

7

7.1 Draft agenda and proposed resolutions

implement any Company stock option plan granted

in accordance with Articles L.225‑177

et seq

. of the

French Commercial Code, any award, in accordance with

Articles L.225‑197-1

et seq

. of the French Commercial Code,

of Company shares for free to employees, directors and

executive officers, whether as part of their compensation,

as a means to allow them to benefit from the Company’s

growth, in the context of Company or Group employee

shareholding or savings plans and/or any other form of

share allocation programs for employees and/or directors

and executive officers of the Group, and to carry out any

transactions required to hedge the Company’s obligations

in connection with these programs, in accordance with

stock market regulations and at the time that the Board of

Directors or any person to whom the Board has delegated its

powers may act;

maintain a liquid market for the Company’s shares

via

a

liquidity contract with an independent investment service

provider that complies with the code of ethics approved by

the regulation;

cancel some or all of the Company’s shares bought back with

the intention of reducing the share capital, in accordance

with an authorization granted or to be granted by the

Extraordinary Shareholders’ Meeting;

and in general act for any legally authorized purpose.

The Shareholders’ Meeting hereby resolves that the number

of Company shares acquired under this authorization shall not

exceed 10% of the total number of shares making up the share

capital on the date of purchase, after deducting the number

of shares resold during the program to maintain a liquid

market for the Company’s shares, while noting that the share

acquisitions made by the Company may under no circumstances

permit the Company to hold more than 10% of its total share

capital, either directly or indirectly. For indicative purposes, on

the basis of the share capital at December 31, 2016 (divided

into 61,493,241 shares), and taking into account the 116,534

treasury shares held at that date, the Company would be

authorized to purchase up to 6,032,790 shares.

Shares may be acquired by any means including, where

applicable, trading in derivatives and options on regulated or

over-the-counter markets, provided that use of such means does

not significantly increase the volatility of the Company’s share

price.

The Board of Directors may not, unless previously authorized

by a General Shareholders’ Meeting, make use of this delegation

of authority at any time during a public offer launched on the

Company’s shares by a third party until the end of the offer

period.

Shares may be purchased by any means, including the

acquisition of blocks of shares, and at such times as the Board

of Directors decides.

The purchase price per share is not to exceed €180. On the

basis of the share capital at December 31, 2016, including the

treasury shares held by the Company at that date, the maximum

consideration the Company could pay, if purchasing shares at

the maximum price of €180, would be €1,085,902,200.

In the event of capital increases carried out through

incorporation of retained earnings or free share awards, or

in the event of stock splits or reverse splits, depreciation or

reduction of the share capital, or any other transaction affecting

the share capital, the aforementioned price shall be adjusted by

a multiplier equal to the ratio between the number of shares

that made up the share capital prior to the transaction and the

number of shares after the transaction.

In order to ensure the implementation of the present

authorization, the Board of Directors is hereby granted the

necessary powers to proceed, with the option to sub-delegate,

in particular to decide whether a repurchase program is

appropriate and to determine the procedures for carrying

out such a program, to draft and issue a fact sheet about the

program, to place all orders on the stock market, to sign all

deeds of transfer or assignment, to enter into any agreements

required, particularly for the keeping of records of share

purchases and sales, to carry out any filings with the AMF

and any other body, as well as any other formalities, including

allocating or reallocating purchased shares for their various

intended purposes, and generally to do whatever is required.

The present authorization is hereby granted for a period of

18 months from the date of this Annual General Shareholders’

Meeting and replaces the authorization granted to the

same effect by the Annual General Shareholders’ Meeting

of April 29, 2016.

Extraordinary resolutions

Twelfth resolution - Authorization

to the Board of Directors to increase share

capital by incorporating retained earnings,

profits and/or premiums

The Annual General Shareholders’ Meeting, deliberating with

the quorum and majority required for ordinary meetings,

after reviewing the report of the Board of Directors and in

accordance with Articles L.225‑129-2 and L.225‑130 of the

French Commercial Code:

1)

delegates to the Board of Directors the authority to increase

share capital on one or more occasions at times and on terms

of its choosing, by incorporating retained earnings, profits,

premiums and other capitalizable funds, by issuing and

granting free shares or by increasing the nominal value of

existing ordinary shares, or by a combination thereof;

2)

resolves that should the Board of Directors use this

authorization, in accordance with Article L.225‑130 of

the French Commercial Code, to increase share capital by

allocating free shares, any fractional rights shall not be

tradable or transferable but that the corresponding equity

securities shall be sold, with the proceeds from such sales

allocated to the owners of the corresponding rights, within

the timeframe stipulated in the regulations;

3)

grants this authorization for a period of 26 months from the

date of this Meeting;

4)

resolves that the nominal value of the capital increase under

this resolution must not exceed €10,000,000 not including

any amount needed to safeguard the legal rights of holders

of securities conferring entitlement to shares;

5)

resolves that, unless previously authorized by the Annual

General Shareholders’ Meeting, the Board of Directors may

not make use of this delegation of authority at any time

during a public offer period initiated on the Company’s

shares by a third party, and until the end of the offer period;

6)

grants to the Board of Directors all powers to implement

this resolution and in general to do everything necessary

to achieve the capital increase including all formalities, to

confirm its completion, and to make any corresponding

amendments to the Articles of Association;

7)

acknowledges that this authorization, as of this date, negates

and supersedes all unused previous authorizations intended

for the same purpose.