Table of Contents Table of Contents
Previous Page  234 / 266 Next Page
Information
Show Menu
Previous Page 234 / 266 Next Page
Page Background

234

/

INGENICO GROUP

/

Registration Document 2016

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

7

7.3 Statutory auditors’ report on the capital transactions provided for under resolutions 13

and 14 of the Combined Ordinary and Extraordinary Shareholders’ Meeting on May 10, 2017

7.3

Statutory auditors’ report on the capital transactions

provided for under resolutions 13 and 14 of the

Combined Ordinary and Extraordinary Shareholders’

Meeting on May 10, 2017

Combined Ordinary and Extraordinary Shareholders’ Meeting on May 10, 2017

To the Shareholders,

In our capacity as your Company’s statutory auditors, and

pursuant to the duties set forth in the French Commercial Code,

we hereby present to you our report on the capital transactions

that will be submitted for your approval.

1.

Report on issues of ordinary shares and/

or securities conferring entitlement to

the share capital reserved for employees

belonging to a Company or Group savings

plan, with preferential subscription rights

waived (resolution 13)

Pursuant to Articles L.228-92 and L.225-135

et seq

. of the

French Commercial Code, we present our report on the

proposal to authorize your Board of Directors to decide to

issue, with preferential subscription rights waived, ordinary

shares and/or securities conferring entitlement to capital

securities to be issued, reserved for employees belonging to a

Company or Group savings plan set up by the Company and/

or associated French or international companies in accordance

with Article L.225-180 of the French Commercial Code and

Article L.3344-1 of the French Labor Code, on which you are

called upon to give your opinion.

The maximum nominal amount of the capital increases that

may result from this authorization is 2% of the Company’s share

capital on the day of the Board of Directors’ decision.

This issue is subject to your approval pursuant to Article L.225-

129-6 of the French Commercial Code and Article L.3332-18

et

seq

. of the French Labor Code.

On the basis of its report, your Board of Directors proposes

that you authorize it for a period of 26 months from the date

of this meeting to carry out issues, and that you waive your

preferential subscription rights to the securities to be issued.

If this authorization is granted, the Board of Directors will

determine the definitive terms of issue for this transaction.

It is the responsibility of your Board of Directors to prepare

a report in accordance with Articles R.225-113

et seq

. of the

French Commercial Code. It is our responsibility to give our

opinion on the fair presentation of the accounting figures

taken from the financial statements, on the proposal to waive

preferential subscription rights, and on a variety of other

information concerning the issue provided in this report.

We performed the procedures we deemed necessary for

the completion of this engagement, in accordance with the

professional guidance provided by the Compagnie nationale

des commissaires aux comptes, France’s national organization

of statutory auditors.

Our work involved verifying the information in the Board of

Directors’ report concerning this transaction and the methods

used to determine the issue price for the capital securities to

be issued.

Without prejudice to an examination of the terms of the issues

that may be decided on, we have no observations concerning

the methods used to determine the issue price for the capital

securities to be issued, as indicated in the report of the Board

of Directors.

Since the final terms of the issue have not been set, we cannot

give an opinion on them, nor, therefore, can we give an opinion

on the proposal that the shareholders waive their preferential

subscription rights.

Pursuant to Article R.225-116 of the French Commercial Code,

we will prepare an additional report, if necessary, when your

Board of Directors makes use of this authorization.

2.

Report on the capital increase with

preferential subscription rights waived

reserved for a specific category

of beneficiaries (resolution 14)

Pursuant to Articles L.225-135

et seq

. of the French Commercial

Code, we present our report on the proposal to authorize your

Board of Directors to increase the Company’s share capital by

issuing ordinary Company shares to the employees, directors

and executive officers of Company subsidiaries, as defined by

Article L.233-16 of the French Commercial Code, that have their

registered offices outside France, with preferential subscription

rights waived, up to a maximum of 2% of the Company’s share

capital on the day of the Board of Directors’ decision, on which

you are called upon to give your opinion.

On the basis of its report, your Board of Directors proposes that

you authorize it for a period of eighteen months from the date

of this meeting to increase the share capital, and that you waive

your preferential subscription rights to the ordinary shares to

be issued. If this authorization is granted, the Board of Directors

will determine the definitive terms of issue for this transaction.