Section 4: Capital increase.

Companies may carry out capital increases reserved for members of a company savings scheme.

If the shares are admitted to trading on a regulated market, the sale price is determined on the basis of stock market prices. The decision setting the subscription date is taken by the Board of Directors, the Management Board or their delegate. When the capital increase is concurrent with an initial public offering on a regulated market, the subscription price is determined by reference to the market admission price, provided…

Where the shares are not admitted to trading on a regulated market, the sale price is determined in accordance with objective share valuation methods, taking into account the company’s net book value, profitability and business prospects, with an appropriate weighting in each case. These criteria are assessed, where appropriate, on a consolidated basis or, failing that, by taking into account the financial information of significant subsidiaries. Failing this, the sale…

The General Meeting which decides on the capital increase may provide for the free allocation of shares or other securities giving access to the capital. The total benefit resulting from this allocation and, where applicable, from the difference between the subscription price and the average share price referred to in article L. 3332-19, or between the subscription price and the sale price determined in accordance with article L. 3332-20, may…

The benefit constituted by the difference between the subscription price and the average of the prices mentioned in article L. 3332-19, by the difference between the subscription price and the sale price determined pursuant to article L. 3332-20 and, where applicable, by the free allocation of shares or securities giving access to the capital is exempt from income tax and payroll tax and is not included in the basis of…

When a company offers members of a company savings scheme the opportunity to subscribe to bonds it has issued, the sale price is set in accordance with conditions determined by decree of the Conseil d’Etat.

This section applies to transfers by a company of up to 10% of its total issued securities to members of a company savings plan.