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226

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INGENICO GROUP

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Registration Document 2016

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

7

7.1 Draft agenda and proposed resolutions

Thirteenth resolution – Delegation of authority to

be granted to the Board of Directors to increase

the share capital by issuing ordinary shares and/

or securities conferring entitlement to shares,

with preferential subscription rights waived,

to employees who are members of a company

savings plan, pursuant to Articles L.3332-18

et seq.

of the French Labor Code

The shareholders, deliberating with the quorum and majority

required for extraordinary meetings, after reviewing the

report of the Board of Directors and the statutory auditors’

special report, and in accordance with Articles L.225‑129-6,

L.225‑138-1 and L.228-92 of the French Commercial Code and

Articles L.3332-18

et seq

. of the French Labor Code, hereby

resolve to:

1)

delegate their authority to the Board of Directors, at its

discretion, to increase the share capital in one or more

transactions by issuing ordinary shares or securities

conferring entitlement to Company shares to employees

who are members of one or more Company or Group

savings plans established by the Company and/or the

French or foreign entities under its control, as defined in

Article L.225‑180 of the French Commercial Code and in

Article L.3344-1 of the French Labor Code;

2)

waive, for the benefit of such people, any preferential

subscription rights on shares that may be issued under this

delegation of authority;

3)

grant this delegation of authority for a period of 26 months

from the date of this meeting;

4)

limit the aggregate nominal amount of the capital increase

or increases carried out under this delegation of authority

to 2% of the share capital as of the date of the decision by

the Board of Directors; this limit is independent of any other

maximum limits set in authorizations to increase the share

capital. This limit shall not include the aggregate par value

of any additional ordinary shares to be issued, in compliance

with applicable laws and with any contractual obligations

regarding other adjustments to issues, in order to safeguard

the rights of holders of securities conferring entitlement to

Company shares;

5)

resolve that the subscription price of the shares to be

issued pursuant to paragraph 1) of this resolution shall not

be more than 20% lower than the average of the opening

prices quoted for the Company’s shares on the stock market

over the 20 trading days preceding the date of the Board

of Directors’ decision to carry out a capital increase and the

corresponding share issue, or more than 30% lower if the

vesting period provided for in the savings plan in accordance

with Articles L.3332-25 and L.3332-26 of the French Labor

Code is ten years or more, nor may the subscription price

exceed said average;

6)

resolve that the Board of Directors shall be authorized,

pursuant to Article L.3332-21 of the French Labor Code, to

award new or existing shares, or other securities conferring

entitlement to the Company’s shares, free of consideration,

to the beneficiaries mentioned in the first paragraph above,

either (i) to provide the matching contributions required by

the Company or Group savings plan regulations and/or (ii) to

offset any discount to the share price;

7)

resolve 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 such an offer

period;

8)

acknowledge that this delegation of authority cancels and

replaces any previous delegation of authority with the same

purpose.

The Board of Directors shall be empowered to decide whether or

not to make use of this delegation of authority, and to perform

all necessary acts and proceed with the requisite formalities.

Fourteenth resolution – Delegation of authority

granted to the Board of Directors to issue

ordinary shares, with preferential subscription

rights waived, to employees, directors and

executive officers of Group companies with

registered offices outside France who are not

members of a company savings plan

The shareholders, deliberating with the quorum and majority

required for extraordinary meetings, after reviewing the report

of the Board of Directors and the statutory auditors’ special

report, and in accordance with Articles L.225‑129-2 and

L.225‑138 of the French Commercial Code, hereby:

1)

delegate their authority to the Board of Directors, with

the option to sub-delegate as provided for by law, to issue

ordinary Company shares, in one or more transactions,

reserved for employees, directors and executive officers

of subsidiaries under the Company’s control as defined in

Article L.233-16 of the French Commercial Code, which

have their head office outside France (hereinafter the

“Subsidiaries”), which may be paid for either in cash or by

offsetting receivables;

2)

resolve that (i) the aggregate nominal amount of the capital

increases carried out under this delegation of authority shall

not exceed 2% of the share capital on the date of the decision

by the Board of Directors setting the start of the subscription

period, while noting that this limit does not include the

aggregate nominal amount of any additional ordinary shares

of the Company to be issued in compliance with current

laws and with any contractual obligations regarding other

adjustments to issues, in order to safeguard the rights

of holders of securities or other rights entitling them to

Company shares; and (ii) the aggregate nominal amount of

any increases in the Company’s share capital, carried out

immediately or in the future, resulting from the issuance of

shares under this delegation of authority, shall not be subject

to any other limit with respect to authorizations to increase

the share capital;

3)

acknowledge that the Board of Directors, with the option to

sub-delegate as provided for by law, may decide to issue

shares reserved for employees, directors and executive

officers of Subsidiaries concurrently with, or independently

of, one or more share subscriptions open to existing

shareholders, to employees who are members of a Group

savings plan or to third parties;

4)

resolve that the subscription price for the new shares shall

be determined by the Board of Directors on the date that it

shall set the start of the subscription period, using one of

the following two methods, at the discretion of the Board of

Directors:

the subscription price shall be equal to the average of

the opening prices quoted for Ingenico Group’s shares on

the Euronext Paris stock market over the twenty trading

days preceding the date of the Board of Directors’

decision, less a maximum discount of 20%, or

the subscription price shall be equal to the opening

price quoted for Ingenico’s shares on the Euronext Paris

stock market on the date of the Board’s decision, less

a maximum discount of 20%; the method to be applied