Vilmorin & Cie - Annual report 2017-2018

JOINT ANNUAL GENERAL MEETING of December 7, 2018 7 ANNUAL REPORT Vilmorin & Cie 248 2017-2018 Eighteenth resolution Increase of the capital stock through the incorporation of issue premiums, reserves, profits or any other items with a view to allocating free shares to shareholders The AGM, deliberating on the conditions of quorum and majority required for Ordinary General Meetings of shareholders, after acknowledging the report of the Board of Directors, and in compliance of articles L.225-129-2 and L.225-130 of the French Commercial Code: delegates to the Board of Directors, for the duration of 26 months, commencing as of the date of this AGM, with the faculty of sub-delegation, in compliance with legislative provisions, its authority to proceed with one or several increases in capital stock, according to the terms and at the time it deems most opportune, through the incorporation in the capital stock, issue premiums, reserves, profits or any other items for which capitalization complies with legislation and the by-laws in the form of allocating free shares to the shareholders. decides that the total amount for any increases in the capital stock liable to be made must not exceed 90 million euros. This ceiling shall remain distinct and autonomous with regard to the ceiling fixed in the sixteenth resolution or any other resolution that replaces it, and may not in any circumstances exceed the total amount of above-mentioned issue premiums, reserves, profits or other items that exist before the increase in capital stock, exclusively of any extra shares issued, in compliance with applicable regulatory and legislative provisions, and where appropriate, with any contractual stipulations allowing for other cases of adjustment, to preserve the rights of bearers of securities or other rights providing access to the capital stock. decides that, in the case where the Board of Directors exercises this delegation, in compliance with the provisions of article L.225-130 of the French Commercial Code, the rights of allotment forming odd lots shall not be negotiable, and that the corresponding securities shall be sold; the amounts deriving from the sale shall be allocated to the holders of the rights according to the conditions established by the regulations. grants full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to implement this delegation and notably determine the issuance terms and conditions, deduct from one or more available reserve accounts the costs relating to the corresponding capital stock increase and if deemed appropriate, deduct all sums necessary to bring the legal reserve up to at least ten per cent of the new capital stock after each issuance, take due note of the completion of all increases in capital stock resulting therefrom and perform all necessary formalities to complete any increases in capital stock. 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. The present authorization supersedes any others previously granted with the same purpose. 7.3. Draft resolutions of an extraordinary nature