French Commercial code
In forceThe authorisation granted by the Extraordinary General Meeting entails the express waiver by shareholders, in favour of the beneficiaries of the options, of their pre-emptive right to subscribe for the shares to be issued as and when the options are exercised.
The capital increase resulting from the exercise of these options does not give rise to the formalities provided for in Article L. 225-142, in the second paragraph of Article L. 225-144 and in Article L. 225-146. It is definitively completed by the sole fact of the option exercise declaration, accompanied by the subscription form and the payment in cash or by offsetting against receivables, of the corresponding sum.
At its first meeting following the end of each financial year, the Board of Directors or the Management Board, as the case may be, shall note, if applicable, the number and amount of shares issued during the financial year following the exercise of options and shall make the necessary amendments to the clauses of the Articles of Association relating to the amount of the share capital and the number of shares representing it. The Board of Directors may delegate to the Managing Director or, with the latter's agreement, to one or more Deputy Managing Directors the powers to carry out, within one month of the end of the financial year, the transactions referred to in the previous sentence. The Management Board may, for the same purposes, delegate the same powers to its Chairman or, with the Chairman's agreement, to one or more of its members. The Board of Directors or the Executive Board, or the persons to whom they have been delegated, may also, at any time, carry out these transactions for the current financial year.
