French Commercial code
In forceI.-The General Meeting which decides on a capital increase may reserve it for one or more named persons or categories of persons meeting specific characteristics. To this end, it may cancel preferential subscription rights. The persons named as beneficiaries of this provision may not take part in the vote. The quorum and majority required are calculated after deduction of the shares they own. The procedure provided for in articles L. 225-147 and L. 22-10-53 is not applicable.
When the Extraordinary General Meeting waives pre-emptive subscription rights in favour of one or more categories of persons meeting the characteristics it determines, it may delegate to the Board of Directors or the Management Board the task of drawing up the list of beneficiaries within this or these category(ies) and the number of shares to be allocated to each of them, within the limits of the ceilings provided for in the first paragraph of Article L. 225-129-2. When it makes use of this delegation, the Board of Directors or the Management Board shall draw up a supplementary report to the next Ordinary General Meeting, certified by the statutory auditor, if any, describing the final terms of the transaction.
II.-The issue price or the conditions for setting this price shall be determined by the Extraordinary General Meeting on the basis of a report by the Board of Directors or the Management Board and a special report by the company's statutory auditor or, if none has been appointed, by a statutory auditor appointed for this purpose in accordance with the procedures set out in Articles L. 225-228 and L. 22-10-66.
III.-The issue must be completed within eighteen months of the General Meeting that approved it or the delegation of powers provided for in Article L. 225-129.
