LISI GROUP - Financial report 2012 - page 144

LISI 2012 FINANCIAL REPORT
144
8
DOCUMENTS SPECIFIC TO THE ORDINARY GENERAL MEETING
– Assigns full powers to the Board of Directors, which
may choose to delegate them, within the limitations
detailed above, to put in stock market orders, to negotiate
agreements in the aim of carrying out all formalities and
all declarations to all organizations, to carry out all other
formalities and, as a general rule, to do all that is necessary.
UNDER THE AUTHORITY OF THE EXTRAORDINARY GENERAL
MEETING
10
th
resolution
The General Meeting, after having heard the report of the
Board of Directors and the special report of the Statutory
Auditors, noting that the share capital is fully paid, authorizes
the Board of Directors, under the provisions of Articles L225
-138 et seq. of the Commercial Code and L.3332-18 et seq. of the
Labor Code, to issue, in one or more installments, new shares
for cash, reserved for group employees participating in the
company's mutual fund.
The issued shares must correspond to one or more capital
increases to an overall maximum of €2 million, issue premium
included.
The period during which the Board of Directors shall be
authorized to proceed with the issuance of these shares is
twenty-six months from this date.
The General Meeting decides to waive preferential subscription
rights for new shares to be issued in favor of the employees
participating in the company's mutual fund, created for this
purpose and governed by Article 20 of the Law of December
23, 1988.
The General Meeting grants all powers to the Board of
Directors to implement this authorization, within the limits and
under the conditions specified above, in particular to:
- set the subscription price of the new shares;
- determine the amount of shares to be issued, the duration of
the subscription period, the effective date of the new shares,
and more generally all the terms of each issue;
- confirm the completion of the capital increases up to the
amount of shares that will be actually applied for;
- proceed with the formalities and amend the bylaws
accordingly;
- and generally, take all necessary steps for the completion
of capital increases in accordance with applicable laws and
regulations.
11
th
resolution - Formalities
The Shareholders’ General Meeting assigns all rights to the
bearer of an original, a copy or extracts of the minutes of its
deliberations for the purpose of accomplishing all formalities,
as well as all legally required filings and publications.
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