Chapter V: Public limited companies.

The Extraordinary General Meeting has sole authority to decide, on the basis of the report of the Board of Directors or the Management Board, on an immediate or future capital increase. It may delegate this power to the Board of Directors or the Management Board under the conditions set out in Article L. 225-129-2. The capital increase must, subject to the provisions of Articles L. 225-129-2 and L. 225-138, be…

When the Extraordinary General Meeting decides on a capital increase, it may delegate to the Board of Directors or the Management Board the power to determine the terms and conditions of the issue of securities.

When the Extraordinary General Meeting delegates to the Board of Directors or the Management Board its authority to decide on a capital increase, it sets the period, which may not exceed twenty-six months, during which this delegation may be used and the overall ceiling for this increase. This authorisation supersedes any previous authorisation for the same purpose. The issues mentioned in articles L. 225-135 to L. 225-138-1 and L. 225-177…

When the delegations provided for in articles L. 225-129-1 and L. 225-129-2, the Board of Directors or the Management Board shall prepare a supplementary report for the next Ordinary General Meeting, in accordance with the conditions laid down by decree in the Conseil d’Etat.

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…