BOOK II: Commercial companies and economic interest groupings.

Any decision to increase the share capital through a cash contribution, unless it results from the prior issue of securities giving access to the share capital, requires the Extraordinary General Meeting to vote on a draft resolution to increase the share capital in accordance with the conditions set out in the articles L. 3332-18 to L. 3332-24 of the Labour Code, where the company has employees. However, the Extraordinary General…

Where the capital increase, whether by issuing new equity securities or by increasing the nominal amount of existing equity securities, is carried out by capitalising reserves, profits or share premiums, the General Meeting, notwithstanding the provisions of Article L. 225-96, shall decide under the quorum and majority conditions provided for in Article L. 225-98. In this case, it may decide that fractional rights are neither negotiable nor transferable and that…

The capital must be fully paid up before any issue of new shares to be paid up in cash. In addition, a capital increase by public offering, carried out less than two years after the incorporation of a company in accordance with articles L. 225-12 to L. 225-16, must be preceded, under the conditions set out in Articles L. 225-8 to L. 225-10, by a verification of the assets and…

Shares carry a pre-emptive right to subscribe for capital increases. Shareholders have, in proportion to the amount of their shares, a pre-emptive right to subscribe for cash shares issued to carry out a capital increase. When the pre-emptive right is not detached from negotiable shares, it is transferable under the same conditions as the share itself. Otherwise, this right is negotiable for a period equal to that of the exercise…

If the General Meeting or, in the event of delegation under Article L. 225-129, the Board of Directors or the Management Board expressly decides to do so, the shares not subscribed by irrevocable entitlement shall be allocated to the shareholders who have subscribed to a number of shares greater than that to which they could subscribe by preferential entitlement, in proportion to the subscription rights they hold and, in any…

I.-If irreducible subscriptions and, where applicable, reducible subscriptions have not absorbed the entire capital increase: 1° The amount of the capital increase may be limited to the amount of subscriptions unless the General Meeting decides otherwise. In no case may the amount of the capital increase be less than three quarters of the increase decided upon; 2° Unsubscribed shares may be freely distributed in whole or in part, unless the…

A General Meeting which decides or authorises a capital increase, either by setting all the terms and conditions itself, or by delegating its power or authority under the conditions provided for in Articles L. 225-129-1 or L. 225-129-2, may cancel preferential subscription rights for the entire capital increase or for one or more tranches of this increase, in accordance with the terms and conditions set out in articles L. 225-136…

In the event of a capital increase with or without preferential subscription rights, the General Meeting may provide that the number of shares may be increased for a period set by decree in the Conseil d’Etat, up to a fraction of the initial issue determined by that same decree and at the same price as that used for the initial issue. The limit provided for in 1° of I of…

The issue of equity securities without pre-emptive rights by way of a public offer is subject to the following conditions: 1° 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…

I.-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….