Legislative part

For the application of article L. 3332-18 of the French Labour Code relating to capital increases reserved for members of a company savings plan, where the general meeting has waived preferential subscription rights in favour of employees of the company or of companies affiliated to it within the meaning of article L. 225-180, the provisions of I and II of article L. 225-138 shall apply and: 1° The subscription price…

A decree of the Conseil d’Etat shall determine the information that must appear in the reports provided for in articles L. 225-129, L. 225-135, L. 225-136 and L. 225-138, as well as in the reports provided for in the event of the issue of preference shares or securities giving access to the capital.

Where the equity securities are encumbered by a usufruct, the preferential subscription right attached to them belongs to the bare owner. If the latter sells the subscription rights, the sums from the sale or the assets acquired by him using these sums are subject to the usufruct. If the bare owner neglects to exercise his right, the usufructuary may take his place in subscribing for the new shares or selling…

The period granted to shareholders to exercise their subscription rights may not be less than five trading days from the opening of the subscription period. This period is terminated early as soon as all irreducible subscription rights have been exercised or the capital increase has been fully subscribed after individual waiver of their subscription rights by shareholders who have not subscribed.

Prior to the opening of the subscription period, the company shall carry out publicity formalities, the terms of which shall be laid down by decree in the Conseil d’Etat.

The subscription contract for equity securities or securities giving access to the capital is evidenced by a subscription form, drawn up under the conditions determined by decree in the Conseil d’Etat. However, the subscription form is not required of credit institutions and investment services providers that receive a mandate to carry out a subscription, on condition that these agents provide proof of their mandate.

Shares subscribed for in cash must be paid up, at the time of subscription, to the extent of at least one quarter of their nominal value and, where applicable, the full amount of the issue premium. The remainder must be paid up, in one or more instalments, within five years of the date on which the capital increase became definitive. The provisions of the first paragraph of Article L. 225-5,…

For companies making, for the placement of their shares, an offer to the public other than one of those mentioned in 2° of Article L. 411-2 of the Monetary and Financial Code or in Article L. 411-2-1 of the same code, the capital increase is deemed to have been completed when one or more investment services providers other than portfolio management companies authorised to provide the investment service mentioned in…

Subscriptions and payments are evidenced by a certificate from the custodian drawn up, at the time the funds are deposited, on presentation of the subscription forms. Shares paid up by offsetting liquid and due claims on the company shall be evidenced by a certificate from the company’s notary or auditor, or, if none has been appointed, from an auditor appointed for this purpose in accordance with the procedures set out…

In the event of contributions in kind or the stipulation of special benefits, one or more contribution auditors shall be appointed unanimously by the shareholders or, failing this, by court decision. They shall be subject to the incompatibilities provided for in article L. 822-11-3, without prejudice to the possibility of being appointed to perform the duties provided for in articles L. 225-8, L. 225-101, L. 225-131, L. 228-15 and L….