Vilmorin & Cie - Annual report 2017-2018

7 ANNUAL REPORT Vilmorin & Cie 247 2017-2018 If the Board of Directors uses the delegation granted in this resolution, it must report back to the following Ordinary Annual General Meeting of Shareholders on how it has used the authorizations granted in this resolution. Sixteenth resolution Global limit of the amount to be issued After acknowledging the report of the Board of Directors, the AGM decides that any capital increases resulting from the use of delegations involving the authorization to issue shares and other securities granted in the thirteenth, fourteenth and fifteenth resolutions above, whether immediate, deferred or potential, and also any issue of securities according to the provisions of the eighth resolution above, shall not globally exceed the total nominal value of 500 million euros, or the equivalent of this sum if issued in a foreign currency, or in a unit of account fixed in reference to several currencies; to this sum may be added, where relevant for capital increases as described above, the nominal amount of extra shares issued in order to protect the interests of the holders of securities that provide access to the capital stock, in accordance with legal and regulatory provisions. Seventeenth resolution Delegation of authority given to the Board of Directors to increase the capital stock by issuing ordinary shares and/or securities providing access to the capital stock, without pre-emptive rights, to participants in the company savings plan, pursuant to articles L.3332-18 et seq . of the French Labor Code After hearing the reports of the Board of Directors and the Statutory Auditors, the AGM, deliberating within the framework of article L.225-129-6 of the French Commercial Code, decides to increase the capital stock reserved for employees participating in a company or group savings plan. The AGM delegates to the Board of Directors the powers necessary to take decisions to proceed with the increase in the capital stock, in one or several operations, in the proportion and at the time it deems most opportune, through the issue of shares in the capital stock or securities providing access to the company’s capital stock, without pre-emptive rights to the subscription of shares; the capital increase is reserved for the company’s employees still under contract, or those with work contracts in companies that are associated according to the definition of L.225-180 of the French Commercial Code, that participate in the company or group savings plan, and that satisfy any conditions that are laid down by the Board of Directors. The amount of increase in the capital stock liable to be made through the delegation presented above may not exceed 10 million euros in nominal value; to this sum may be added, where relevant, the nominal amount of extra shares issued in order to protect the interests of the holders of securities that provide access to these shares, in accordance with legal provisions in force. The issue price for new shares, to be fixed by the Board of Directors, cannot be lower by more than 20% than the average rate recorded for the company’s shares on the Paris stock market during the legal period and in the conditions laid down by the laws in force at the date considered; current legislation states this period to be the twenty days the Paris stock market is open preceding the day of the decision taken by the Board of Directors to fix the date when subscriptions are open. The Board of Directors is granted full powers, in conditions fixed by the law, to implement this present delegation, or postpone this implementation to a later date, within the limits and methods that it fixes in advance, to: determine the companies whose employees may benefit from the issue subscription offer, for the purposes of the present delegation,
 fix the conditions of seniority in particular necessary to benefit from these subscription offers, determine the issue dates and methods adopted,
 fix the issue prices and conditions, fix the amounts to be issued,
 fix the date of entitlement, albeit retroactive, for the securities to be issued, determine how the shares should be paid up and the time granted to the beneficiaries to pay up their subscription,
 decide whether the subscriptions can be made directly and/or indirectly through mutual funds, fix, for security issues covered by the present delegation, the methods and conditions of participation in a company or group savings plan, determine their regulations or, for pre-existing plans, and modify their regulations. Finally, the Board of Directors may, where appropriate, deduct any charges from the premium or premiums associated to capital increases, in particular any costs generated by security issues, and more generally to take any useful measures to reach agreements in order to succeed with such issues, record any stock capital increases resulting from an issue made within the framework of the present delegation, and modify the by-laws accordingly. The present authorization is granted for the maximum duration of 24 months. It supersedes the authorization previously granted by the AGM of December 8, 2017. 7.3. Draft resolutions of an extraordinary nature JOINT ANNUAL GENERAL MEETING of December 7, 2018