BOOK II: Commercial companies and economic interest groupings.

When the General Meeting itself determines all the terms and conditions of the capital increase with cancellation of preferential subscription rights, the report referred to in Article R. 225-114 shall also indicate the impact of the proposed issue on the situation of holders of equity securities and securities giving access to the capital, in particular with regard to their share of shareholders’ equity at the close of the last financial…

Where the General Meeting has delegated its powers or competence under the conditions provided for in Articles L. 225-129-1, L. 225-129-2, L. 225-136 and L. 22-10-52 or in I and II of Article L. 225-138, the Board of Directors, or the Management Board, shall draw up, at the time the authorisation is used, a supplementary report describing the final terms of the transaction established in accordance with the authorisation granted…

Whether or not shareholders and holders of investment certificates are asked to waive their pre-emptive rights, the content of the reports by the Board of Directors or the Management Board and the Statutory Auditors to the General Meeting called to authorise an issue of securities referred to in Articles L. 228-91 et L. 228-93 is governed by articles R. 225-113 and R. 225-114 as well as, depending on the case,…

For the application of the third paragraph of article L. 225-132, when the preferential subscription right is detached from tradable shares, it is itself tradable from the second business day before the opening of the subscription period or, if this day is not a trading day, the preceding trading day, and until the second business day before the end of the subscription period or, if this day is not a…

For the application of article L. 225-135-1, the General Meeting may provide that the number of shares may be increased within thirty days of the close of the subscription period by up to 15% of the initial issue and at the same price as that used for the initial issue.

When an issue of new shares or securities giving access to the capital is likely to result in a capital increase, shareholders are informed of this issue and its terms and conditions by a notice containing, in particular, the following information: 1° The company name, followed, where applicable, by its acronym; 2° The form of the company; 3° The amount of share capital; 4° The address of the registered office;…

Where the General Meeting has waived shareholders’ pre-emptive rights, the provisions of Article R. 225-120 do not apply.

Shareholders who waive their pre-emptive rights on an individual basis shall notify the company by registered letter. Waiver without indicating a beneficiary shall be accompanied, in the case of bearer shares, by the corresponding coupons or a certificate from the custodian of the securities or the intermediary provided for in the article R. 211-4 of the Monetary and Financial Code acknowledging the shareholder’s waiver. Waiver made in favour of named…

The bare owner of shares is deemed, vis-à-vis the beneficial owner, to have neglected to exercise the preferential right to subscribe for new shares issued by the company when he has neither subscribed for new shares nor sold the subscription rights, eight days before the expiry of the subscription period granted to shareholders. He is deemed, with regard to the beneficial owner, to have neglected to exercise the right to…

The notice provided for in the last paragraph of article R. 225-120 shall contain the following information: 1° The object of the company, stated briefly; 2° The company’s normal expiry date; 3° The classes of shares issued and their characteristics; 4° The special advantages stipulated by the Articles of Association for the benefit of any person; 5° The conditions for admission to shareholders’ meetings and the exercise of voting rights…