Form 6-K

SEQUANS COMMUNICATIONS S.A.

(Registrant)

Date: May 24, 2012

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

0001193125-12-246219.txt : 20120524 0001193125-12-246219.hdr.sgml : 20120524 20120524095607 ACCESSION NUMBER: 0001193125-12-246219 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120524 FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUANS COMMUNICATIONS CENTRAL INDEX KEY: 0001383395 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35135 FILM NUMBER: 12865935 BUSINESS ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 BUSINESS PHONE: 0170721600 MAIL ADDRESS: STREET 1: 19 LE PARVIS STREET 2: BATIMENT CITICENTER CITY: PARIS LA DEFENSE STATE: I0 ZIP: 92073 6-K 1 d355275d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2012

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

19 Le Parvis

92073 Paris-La Défense, France

Telephone: +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ¨ No x

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ¨ No x

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

EXPLANATORY NOTE

On or about May 24, 2012, Sequans Communications S.A. (the “Company”) mailed materials to holders of record at the close of business on May 17, 2012 of ordinary shares and American Depositary Shares, each representing one ordinary share, of the Company in connection with an ordinary general meeting and extraordinary meeting of shareholders to be held at the Company’s headquarters in Paris, France on June 26, 2012. Copies of materials relating to the Company’s ordinary general meeting and extraordinary meeting of shareholders are also available on the Company’s website at http://www.sequans.com/investors/corporate-governance or by contacting the Company’s investor relations department by telephone at +33 1 70 72 16 07 or by e-mail at olga@sequans.com.

The Company’s board of directors has convened an ordinary and extraordinary general shareholders’ meeting, in accordance with the provisions of French law and of our Company’s Articles of Incorporation and Bylaws, for the purpose of requesting a vote on the following agenda items, as further detailed below and in the attached “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012”:

Ordinary Matters

1.	Approval of the statutory financial statements for the fiscal year ended December 31, 2011

2.	Approval of the consolidated accounts for the fiscal year ended December 31, 2011

3.	Agreements within the scope of Article L. 225-38 of the French Commercial Code

4.	Appropriation of statutory net income for the fiscal year

5.	Approval of the compensation plan for independent directors

6.	Appointment of Mr. Gilles Delfassy as a new director

7.	Renewal of the terms of office as directors of Messrs. Georges Karam and Zvi Slonimsky

Extraordinary Matters

8.	Change in the organization of the Company’s management – Corresponding amendment of Article 13 of the Articles of Incorporation and Bylaws

Subject to the condition precedent that the compensation plan for independent directors is approved, issuance of 6,000 STOCK SUBSCRIPTION WARRANTS; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Alok Sharma

10.

11.

12.

13.

14.

Subject to the condition precedent that the compensation plan for independent directors is approved and that Mr. Gilles Delfassy is appointed as an independent director, issuance of 25,000 STOCK SUBSCRIPTION WARRANTS; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Gilles Delfassy

15.	Authorization given to the Board of Directors to grant stock options, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors

16.	Authorization granted to the Board of Directors to allot restricted shares, free of charge, to employees and/or corporate officers; conditions attached to such authorization; powers to be granted to the Board of Directors

17.	Authorization granted to the Board of Directors to issue STOCK SUBSCRIPTION WARRANTS, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such warrants; conditions attached to such authorization; powers to be granted to the Board of Directors

18.	Setting an overall ceiling for issuances of stock options, free shares and STOCK SUBSCRIPTION WARRANTS

19.

Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €200,000 by issuing shares and/or securities that grant access to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class

20.	Authority to be delegated to the Board of Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees

21.	Powers and formalities required for the meeting for be official

The Company’s board of directors recommends that you vote “FOR” proposals 1-19 and 21 and “AGAINST” proposal 20 reflected in the agenda items listed above. Whether or not you plan to attend the ordinary general meeting and extraordinary meeting of shareholders in person, we urge you to vote your shares by phone, via the internet or by signing, dating and returning the proxy card at your earliest convenience. Please see the proxy card for specific instructions on how to vote. If you sign and return the proxy card, your shares will be voted:

•

in favor of the resolutions corresponding to proposals 1-19 and 21, whether or not you specifically indicate a “FOR” vote, unless you abstain or vote against a specific resolution; and

•

against the resolutions corresponding to proposal 20, whether or not you specifically indicate an “AGAINST” vote, unless you abstain or vote for such resolutions.

Proxies are revocable, and any shareholder may withdraw his or her proxy by providing the Company with written notice or signing and returning a proxy card with a later date, in each case prior to the deadline set forth on the proxy card, or by attending the meeting and voting in person (although attendance at the meeting will not, in and of itself, constitute revocation of a proxy).

French law classifies resolutions as either ordinary or extraordinary, depending on the subject. For resolutions submitted to an ordinary meeting, the quorum required for a valid meeting is 20% of outstanding shares (voting rights) and resolutions pass by a simple majority of shares present or represented. For resolutions submitted to an extraordinary meeting, the quorum required for a valid meeting is 25% of outstanding shares (voting rights) and resolutions pass by a two-thirds majority of shares present or represented.

The resolutions corresponding to the agenda items listed above are set forth in the attached “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012.” The following is a summary of those resolutions.

* *

Ordinary Matters

PROPOSALS 1 & 2:

APPROVAL OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2011

The board of directors proposes that the shareholders approve the statutory and the consolidated financial statements of Sequans Communications S.A. The statutory financial statements reflect the financials of the parent company only in accordance with French accounting rules. The consolidated financial statements are the same as those included in the Company’s annual report on Form 20-F filed with the Securities and Exchange Commission.

The board of directors requests that shareholders approve these proposals.

PROPOSAL 3:

APPROVAL OF THE REPORT ON RELATED PARTY AGREEMENTS

The board of directors proposes that shareholders approve related party transactions in force at any time in 2011. These related party transactions, concerning the employment agreement with Georges Karam, Chairman and CEO, and a pre-IPO consulting agreement with Zvi Slonimsky, director, are disclosed in the Company’s annual report on Form 20-F.

The board of directors requests that shareholders approve this proposal.

PROPOSAL 4:

APPROPRIATION OF STATUTORY NET INCOME

The board of directors proposes that shareholders approve the allocation of statutory net income to retained earnings.

The board of directors requests that shareholders approve this proposal.

PROPOSAL 5:

APPROVAL OF THE COMPENSATION PLAN FOR INDEPENDENT DIRECTORS

The board of directors proposes that each independent director’s cash compensation for the coming year remain unchanged from last year:


-	Basic directors’ fees	US$	20,000 per year, per director

-	Special directors’ fees paid in consideration for a director’s membership in committees

	. Member of the Audit Committee	US$	6,000 per year
	. Chair	US$	12,000 per year

	. Member of the Compensation Committee	US$	4,500 per year
	. Chair	US$	9,000 per year

	. Member of the Nominating and Corporate Governance Committee	US$	2,500 per year
	. Chair	US$	5,000 per year

No independent director may be a member of more than two committees or chair more than one committee.

Moreover, subject to the decision of the extraordinary general shareholders’ meeting, the board of directors proposes that each independent director be given the right to subscribe for STOCK SUBSCRIPTION WARRANTS (“stock warrants”). Each stock warrant will confer the right to subscribe for one ordinary share of the Company, with a par value of €0.02. One third of the stock warrants may be exercised on the following three anniversaries of the date they are issued.


Initial allotment All new independent directors are entitled to this initial allotment. No initial allotment shall be made in the event a director’s term of office is renewed.		25,000 stock warrants

Additional annual allotment This additional allotment shall be made at the time of each ordinary general shareholders’ meeting that approves the Company’s annual financial statements. However, a period of at least nine (9) months shall elapse between the first additional allotment and the initial allotment.		6,000 stock warrants

The exercise price for each stock warrant will be set at the market value of the Company’s shares. The market value to be used will be the closing price of the Company’s American Depositary Shares on the New York Stock Exchange, or NYSE, on the date the stock warrants are issued by the general shareholders’ meeting.

The board of directors requests that shareholders approve this proposal.

PROPOSALS 6 & 7:

PROPOSALS TO APPOINT MR. GILLES DELFASSY AS AN INDEPENDENT DIRECTOR AND RENEWAL OF THE TERMS OF OFFICE AS DIRECTORS OF MESSRS. GEORGES KARAM AND ZVI SLONIMSKY

The board of directors proposes the candidacy to the position of independent director of

•

Mr. Gilles Delfassy

Who was born on July 22, 1957 in Meknes, Morocco

Whose address is 28 Route de Menthon, 74290 Veyrier du Lac, France

Furthermore, the board of directors points out that the terms of office of both Messrs. Georges Karam and Zvi Slonimsky will expire at the conclusion of the ordinary general shareholders’ meeting convened to vote on the financial statements for the fiscal year ended December 31, 2011.

Subject to the condition precedent that the change in the duration of directors’ terms of office proposed above is approved, Messrs. Delfassy, Slonimsky and Karam will be appointed for a term of three years, which will expire at the conclusion of the ordinary general shareholders’ meeting that will be held in 2015 to vote on the financial statements for the fiscal year ending December 31, 2014.

Messrs. Delfassy, Slonimsky and Karam have already given notice that they would accept such positions.

The board of directors requests that shareholders approve these proposals.

Extraordinary Matters

PROPOSAL 8:

CHANGE IN THE ORGANIZATION OF THE COMPANY’S MANAGEMENT – CORRESPONDING AMENDMENT TO ARTICLE 13 OF THE ARTICLES OF INCORPORATION AND BYLAWS.

Article 13 of the Company’s Articles of Incorporation and Bylaws currently provides that the duration of directors’ terms of office is two years. The board of directors proposes the increase of such duration to three years to enable setting up a board of directors in which one-third of its members is up for election each year.

Paragraph one of Section 2 (“Duration of Terms of Office”) of Article 13 (“Organization and Functioning of the Board of Directors”) of the Company’s Articles of Incorporation and Bylaws would read as follows:

“The term of office of directors shall be three years. Such term of office shall expire at the conclusion of the general shareholders’ meeting convened to vote on the financial statements for the previous financial year that is held during the year in which the term of office expires.”

The board of directors requests that shareholders approve this proposal.

PROPOSALS 9-14:

SUBJECT TO THE CONDITION PRECEDENT THAT THE COMPENSATION PLAN FOR INDEPENDENT DIRECTORS IS APPROVED, ISSUANCE OF A TOTAL NUMBER OF 55,000 STOCK SUBSCRIPTION WARRANTS; ESTABLISHING THE CONDITIONS FOR EXERCISING THE STOCK WARRANTS AND ADOPTION OF AN ISSUANCE AGREEMENT; REVOCATION OF THE PREEMPTIVE RIGHT TO SUBSCRIBE FOR THESE WARRANTS IN FAVOR OF INDEPENDENT DIRECTORS

Subject to the condition precedent that the appointment of Gilles Delfassy as independent director and the renewal of the term of Zvi Slonimsky are approved, the board of directors proposes issuing 25,000 stock warrants to Mr. Delfassy and 6,000 stock warrants to each of the other independent directors, pursuant to the compensation plan for independent directors that the shareholders’ meeting is requested to approve (i.e., a total of 55,000 stock warrants):


Beneficiaries	Stock Warrants	Total Subscription Price

Mr. Alok Sharma	6,000 stock warrants	€	60

Mr. James Patterson	6,000 stock warrants	€	60

Mr. Zvi Slonimsky	6,000 stock warrants	€	60

Mr. Dominique Pitteloud	6,000 stock warrants	€	60

Mr. Hubert de Pesquidoux	6,000 stock warrants	€	60

Mr. Gilles Delfassy	25,000 stock warrants	€	250


Total	55,000 stock warrants	€	550

The subscription price for each stock warrant will be set at €0.01 and will confer the right to purchase one new ordinary share with a par value of €0.02 for a period of ten years, with an exercise price equal to the closing price of the Company’s American Depositary Shares on the NYSE on the issue date.

Provided each independent director still holds the office of director on each anniversary date, one-third of the stock warrants for which he subscribes may be exercised each year as follows: (i) one-third on the date of the first anniversary of the date they are granted by the ordinary and extraordinary general shareholders’ meeting; (ii) two-thirds on the date of the second anniversary; and (iii) without restriction from the date of the third anniversary.

Under French law, stock options may only be issued to employees. The legal form of instrument which may be issued to members of the board of directors or other non-employees is a warrant. Warrants may not be granted free of charge, but must be purchased at issuance at a set subscription price.

The board of directors requests that shareholders approve these proposals.

PROPOSALS 15-18:

AUTHORIZATIONS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS, RESTRICTED SHARES AND STOCK SUBSCRIPTION WARRANTS

The board of directors proposes that this general shareholders’ meeting authorize the renewal of the systems for granting stock options and restricted shares to the Company’s employees and/or senior corporate officers, as well as the employees of the Company’s subsidiaries, and stock subscription warrants to non-employee external partners.

The issuances of stock options, stock subscription warrants and restricted shares will be subject to an overall ceiling of 1,000,000 new shares with a par value of €0.02.

Each stock option will be granted free of charge and will entitle the beneficiary thereof to acquire one new ordinary share with a par value of €0.02 for a period of ten years at a fixed exercise price, provided the beneficiary complies with the requirements for time spent with the Company. The exercise price will be equal to the closing price of the Company’s American Depositary Shares on the NYSE on the date the stock options are granted by the board of directors.

Restricted shares will be granted free of charge and will be subject to a two-year vesting period and a requirement to hold the shares for a total of four years from the date of grant.

Stock subscription warrants may be granted to the Company’s non-employee external partners (independent consultants, etc.) who contribute to the Company’s expansion and success, and must be subscribed by the beneficiary at a price of €0.01 per warrant at the time of grant. The stock subscription warrant then entitles the beneficiary thereof to acquire one new ordinary share with a par value of €0.02 for a period of ten years at a fixed exercise price. The exercise price will be equal to the closing price of the Company’s American Depositary Shares on the NYSE on the date the stock subscriptions warrants are granted by the board of directors.

The authorization to the board of directors to grant stock options, restricted shares and stock subscription warrants will terminate eighteen (18) months after of the date of the authorization granted by this general shareholders’ meeting.

The board of directors requests that shareholders approve these proposals.

PROPOSAL 19:

DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT ONE OR MORE CAPITAL INCREASES FOR A MAXIMUM NOMINAL AMOUNT OF €200,000 BY ISSUING ORDINARY SHARES AND/OR SECURITIES THAT CONFER EQUITY RIGHTS AND/OR SECURITIES THAT CONFER THE RIGHT TO AN ALLOTMENT OF CONVERTIBLE DEBT SECURITIES

The board of directors proposes that it be granted a delegation of authority to increase capital of the Company. Pursuant to this delegation of authority, the duration of which would be set at 18 months, the board of directors would be authorized to decide to increase the company’s capital, on one or more occasions, at opportune times, by issuing ordinary shares or securities that confer equity rights or securities that confer the right to an allotment of equity rights.

The maximum nominal amount of capital increases that may be carried out pursuant to this delegation of authority would be €200,000 (or the equivalent of this amount in any other currency that is legal tender), and the maximum nominal amount of convertible debt that may be issued would be set at €23,000,000 (or the equivalent thereof in any foreign currency).

The issue prices of the securities that may be issued pursuant to this delegation of authority will be set in accordance with market practices such as, for example, in the case of an underwritten deal by reference to the price quoted on the NYSE and subscription requests made by investors, using “book-building” techniques as developed by professional practice in the market.

The board of directors requests that shareholders approve this proposal.

PROPOSAL 20:

AUTHORITY TO BE DELEGATED TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE STATED CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH EMPLOYEES

Article L. 225-129-6 of the French Commercial Code provides:

“At the time of any decision to increase stated capital in consideration for cash contributions, except if the capital increase results from a prior issue of securities that confer equity rights, an extraordinary general meeting shall vote on a draft resolution proposing a capital increase carried out in accordance with the requirements of Articles L. 3332-18 to L. 3332-24 of the French Labor Code.”

Consequently, and in order to comply with these legal provisions, the board of directors notes that, as a result of the capital authorization proposals described above being submitted to an extraordinary general shareholders’ meeting, the board of directors is required to submit to said general shareholders’ meeting a proposal to carry out a capital increase for cash reserved to the Company’s employees, even though the board of directors is already proposing stock option and restricted share plans for the benefit of the Company’s employees.

The board of directors therefore proposes that the general shareholders’ meeting delegate to the board of directors its authority to decide to increase stated capital, on one or more occasions, up to a maximum of 3% of stated capital on the date of the board of directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more employee savings plans (or any other membership plan for which applicable statutory and regulatory provisions permit reserving a capital increase under equivalent conditions) that may be set up within all or some of the French and foreign companies within the Company’s consolidation scope or combination of accounts, with the right to subdelegate such authority in accordance with legal requirements.

The duration of this delegation of authority would be set at 18 months.

The issue price of the new shares or securities that confer equity rights would be determined in accordance with applicable statutory and regulatory requirements.

The board of directors is not in favor of the adoption of this proposal since other proposals already provide mechanisms for employee share ownership.

PROPOSAL 21:

POWERS AND FORMALITIES

The board of directors proposes that the general shareholders’ meeting grant full powers to the bearer of the original, an excerpt or a copy of the minutes from such meeting for the purpose of performing all publication, filing and other formalities.

The board of directors requests that shareholders approve this proposal.

The following exhibits are attached hereto and incorporated by reference herein:


Exhibit		Description

99.1		Resolutions submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012

99.2		Proxy card for use in connection with the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:


Exhibit		Description

99.1		Resolutions submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012

99.2		Proxy card for use in connection with the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 26, 2012

EX-99.1 2 d355275dex991.htm RESOLUTIONS SUBMITTED TO THE ORDINARY GENERAL MEETING Resolutions submitted to the Ordinary General Meeting

EXHIBIT 99.1

RESOLUTIONS SUBMITTED TO THE ORDINARY AND EXTRAORDINARY

GENERAL SHAREHOLDERS’ MEETING TO BE HELD ON JUNE 26, 2012

AGENDA

Ordinary Matters

Approval of the statutory financial statements for the fiscal year ended December 31, 2011

Approval of the consolidated accounts for the fiscal year ended December 31, 2011

Agreements within the scope of Article L. 225-38 of the French Commercial Code

Appropriation of statutory net income for the fiscal year

Approval of the compensation plan for independent directors

Appointment of Mr. Gilles Delfassy as a new director

Renewal of the terms of office as directors of Messrs. Georges Karam and Zvi Slonimsky

Extraordinary Matters

Change in the organization of the Company’s management – Corresponding amendment of Article 13 of the Articles of Incorporation and Bylaws

Subject to the condition precedent that the compensation plan for independent directors is approved, issuance of 6,000 stock subscription warrants; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Alok Sharma

10.

11.

12.

13.

14.

Subject to the condition precedent that the compensation plan for independent directors is approved and that Mr. Gilles Delfassy is appointed as an independent director, issuance of 25,000 stock subscription warrants; establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of preemptive subscription rights in favor of Mr. Gilles Delfassy

15.

Authorization given to the Board of Directors to grant stock subscription options, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors

16.

Authorization granted to the Board of Directors to allot shares, free of charge, to employees and/or corporate officers; conditions attached to such authorization; powers to be granted to the Board of Directors

17.

Authorization granted to the Board of Directors to issue stock subscription warrants, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such warrants; conditions attached to such authorization; powers to be granted to the Board of Directors

18.

Setting an overall ceiling for issues of stock subscription options, free shares and stock subscription warrants

19.

Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €200,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class

20.

Authority to be delegated to the Board of Directors to decide to increase stated capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees

21.

Powers and formalities

RESOLUTIONS

I. ORDINARY MATTERS

FIRST RESOLUTION

APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011 – DISCHARGE TO BE GRANTED TO THE DIRECTORS AND STATUTORY AUDITORS

After having heard the reading of the Board of Directors’ management report and the statutory auditor’s general report on the fiscal year ended December 31, 2011, the general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, approves the statutory financial statements for that fiscal year as presented, which report a profit of €6,545,475 for the parent company, Sequans Communications S.A.

The general shareholders’ meeting also approves the transactions reported in those financial statements or summarized in those reports.

Consequently, the general shareholders’ meeting grants the directors and statutory auditors a discharge for the performance of their duties during the past fiscal year.

Thereafter, the officers of the shareholders’ meeting noted that for the purpose of approving agreements within the scope of Article L. 225-38 of the French Commercial Code (Code de Commerce), the quorum met by the shareholders’ meeting exceeded one-fourth of the shares with voting rights.

Consequently, the general shareholders’ meeting could validly vote on whether to approve such agreements.

Thereupon, the Chairman put the next resolution to a vote.

SECOND RESOLUTION

APPROVAL OF THE CONSOLIDATED ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

After having heard the reading of the Board of Directors’ management report and the statutory auditor’s general report on the fiscal year ended December 31, 2011, the general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, approves the consolidated accounts for the fiscal year ended December 31, 2011, as presented in these accounts and the operations set forth or summarized in these accounts and reports and which result in a consolidated loss of USD 429,000.

THIRD RESOLUTION

AGREEMENTS WITHIN THE SCOPE OF ARTICLE L. 225-38 OF THE FRENCH COMMERCIAL CODE

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings,, approves, in accordance with the requirements of the last paragraph of Article L. 225-40 of the French Commercial Code, the agreements referred to in the provisions of Article L. 225-38 of the same Code and described in the statutory auditor’s special report.

FOURTH RESOLUTION

APPROPRIATION OF NET INCOME FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, after having heard the reading of the Board of Directors’ management report, resolves to appropriate as follows the income for the fiscal year in the amount of €6,545,475:

•

income for the fiscal year: €6,545,475

entirely to the “Retained Earnings” account, which as a result thereof will have a negative balance of: €30,398,327

Furthermore, the general shareholders’ meeting acknowledges that no dividends have been distributed during the preceding five fiscal years.

FIFTH RESOLUTION

APPROVAL OF THE COMPENSATION PLAN FOR INDEPENDENT DIRECTORS

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings,

after having heard the reading of the Company’s Board of Directors’ report,

Resolves to approve the compensation plan for independent directors pursuant to which each independent director

- 2/17 -

(i)

will receive directors’ fees as follows:


-	Basic directors’ fees	US$	20,000 per year

-	Special directors’ fees paid in consideration for a director’s membership in study committees

	. Member of the Audit Committee	US$	6,000 per year
	. Chair of the Audit Committee	US$	12,000 per year

	. Member of the Compensation Committee	US$	4,500 per year
	. Chair of the Compensation Committee	US$	9,000 per year

	. Member of the Governance Committee	US$	2,500 per year
	. Chair of the Governance Committee	US$	5,000 per year

No independent director may be a member of more than two committees or chair more than one committee.

(ii)

may be reimbursed for reasonable travel expenses, upon presentation of receipts.

Resolves, furthermore, that, subject to the decision of the extraordinary general shareholders’ meeting, each independent director shall be given the right to subscribe for stock subscription warrants (“stock warrants”). Each stock warrant shall confer the right to subscribe for one ordinary share of the Company, as follows:


Initial allotment All new independent directors and all independent directors are entitled to this initial allotment. No initial allotment shall be made in the event a director’s term of office is renewed. One third of the stock warrants may be exercised (i) on the anniversary of the date they are issued or (ii) at an earlier date set by a general meeting of the Company’s shareholders if justified by the circumstances.		25,000 stock warrants

Additional annual allotment This additional allotment shall be made at the time of each ordinary general shareholders’ meeting that approves the Company’s annual financial statements. However, a period of at least nine (9) months shall elapse between the first additional allotment and the initial allotment.		6,000 stock warrants

SIXTH RESOLUTION

APPOINTMENT OF MR. GILLES DELFASSY AS A NEW DIRECTOR, SUBJECT TO APPROVAL OF THE CHANGE IN THE ORGANIZATION OF THE COMPANY’S MANAGEMENT

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings,

after having heard the reading of the Company’s Board of Directors’ report,

Resolves to appoint as a director of the Company, for a term of office of three (3) years, which shall expire at the conclusion of the annual ordinary general shareholders’ meeting that will be held in 2015 to vote on the financial statements for the fiscal year ending December 31, 2014:

•

Mr. Gilles Delfassy

Who was born on July 22, 1957 in Meknes, Morocco

Whose address is 28 Route de Menthon, 74290 Veyrier du Lac, France

Mr. Delfassy has already given notice that he would accept the office to which he has just been appointed and has represented that he does not hold any other office with other companies in France that would prevent him from accepting said duties.

SEVENTH RESOLUTION

RENEWAL OF THE TERMS OF OFFICE AS DIRECTORS OF MR. GEORGES KARAM AND MR. ZVI SLONIMSKY

noting that the terms of office of Mr. Georges Karam and Mr. Zvi Slonimsky expire on this date, renews their terms of office for a term of three years, provided the EIGHTH resolution submitted to this general shareholders’ meeting is approved and, otherwise, for a term of two years. Said terms of office shall expire at the conclusion of the ordinary general shareholders’ meeting that will be held in 2015 to vote on the financial statements for the fiscal year ending December 31, 2014.

Mr. Georges Karam and Mr. Zvi Slonimsky, respectively, have given notice that they would accept their offices and that they do not hold any office and are not the subject of any measure that would prohibit them from performing said duties.

- 3/17 -

II. EXTRAORDINARY MATTERS

EIGHTH RESOLUTION

CHANGE IN THE ORGANIZATION OF THE COMPANY’S MANAGEMENT – CORRESPONDING AMENDMENT OF ARTICLE 13 OF THE ARTICLES OF INCORPORATION AND BYLAWS

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

after having heard the reading of the Company’s Board of Directors’ report,

Resolves to change the duration of directors’ terms of office, increasing said duration to three years.

Resolves that, therefore, paragraph one of Section 2 (“Duration of Terms of Office”) of Article 13 (“Organization and Functioning of the Board of Directors”) of the Company’s Articles of Incorporation and Bylaws shall read as follows:

NINTH RESOLUTION

SUBJECT TO THE CONDITION PRECEDENT THAT THE COMPENSATION PLAN FOR INDEPENDENT DIRECTORS IS APPROVED, ISSUANCE OF 6,000 STOCK SUBSCRIPTION WARRANTS – ESTABLISHING THE CONDITIONS FOR EXERCISING THE STOCK WARRANTS AND ADOPTION OF AN ISSUANCE AGREEMENT – REVOCATION OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF MR. ALOK SHARMA

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

Subject to the condition precedent that the compensation plan for directors provided for in the FIFTH resolution above is actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 6,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €60.

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted from the conclusion of this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

Resolves to delegate to the Board of Directors the authority to certify the exercise price of the stock warrants, with the right to subdelegate its authority in accordance with applicable statutory and regulatory requirements. Such exercise price shall be equal to the closing price of the Company’s American Depositary Shares on the New York Stock Exchange (the “NYSE”) on such date.

5.)

Resolves that the New Shares subscribed by exercising the stock warrants shall be subscribed for cash and paid in full at the time of the subscription, in cash or by a setoff against a claim held against the Company. These New Shares shall be subject to all provisions of the Articles of Incorporation and Bylaws and, if applicable, shall enjoy all rights pertaining to shares in that class, as of the date the capital increase is completed.

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €120, which, on the basis of the issuance of 6,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 6,000 stock warrants.

7.)

Resolves to approve the terms and conditions governing the stock warrants, as set forth in the stock warrant issuance agreement (hereinafter, “Stock Warrant Issuance Agreement”) appended to these resolutions as Attachment A, and adopts all provisions of said Stock Warrant Issuance Agreement, which provide inter alia that the period during which the stock warrants may be exercised shall expire ten years from the date of issuance, i.e., June 25, 2022.

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. Alok Sharma:

•

Provided that he still holds the office of director on each exercise date, one-third of the stock warrants for which he subscribes may be exercised each year as follows: (i) one-third on the date of the first anniversary of the date they are granted; (ii) two-thirds on the date of the second anniversary; and (iii) without restriction on the date of the third anniversary.

9.)

Acknowledges and confirms, to the extent necessary, that in accordance with Article L. 225-132 of the French Commercial Code, the decision of this shareholders’ meeting to issue the stock warrants constitutes an automatic waiver by the shareholders, in favor of the holder of the stock warrants, of their preemptive subscription right to the shares that may be subscribed by exercising and presenting such stock warrants. Said waiver shall accrue in favor of the holder of the stock warrants on the date they are exercised.

- 4/17 -

10.)

Resolves that the holder of the stock warrants shall benefit from the protections afforded by the statutes and regulations to holders of stock warrants, in accordance with the requirements prescribed for this class of securities that confer equity rights, and as set forth in the Stock Warrant Issuance Agreement.

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

If applicable, certify, at any time or at the first Board of Directors’ meeting following the end of each fiscal year, the number and par value of the shares subscribed by the holders of stock warrants and the corresponding capital increases;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

•

Take in due course all measures that may be necessary to preserve the rights of the holders of stock warrants in the cases prescribed by law and in accordance with the requirements of the issuance agreements. However, during the entire period of validity of the stock warrants, the Company shall be entitled (i) to change its legal form or corporate purposes without obtaining the prior authorization of the stock warrant holders and (ii) to amend the rules for distributing profits, redeem its capital and create preferred shares that result in such amendment or redemption, provided it is authorized to do so in accordance with the requirements of Article L.228-103 of the French Commercial Code and that, in consequence thereof, the Company takes the measures necessary to preserve the holders’ rights, in compliance with applicable statutory and/or regulatory provisions.

•

In general, to enter into all agreements, take all measures, perform all formalities with respect to the issuance, listing, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Articles of Incorporation and Bylaws.

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. Alok Sharma the subscription for 6,000 stock warrants.

13.)

Lastly, resolves that, within 15 days from this general shareholders’ meeting, the Board of Directors shall prepare an additional report on the exact impact of the issuance of the stock warrants on the position of holders of equity shares or securities, on the basis of the exercise price set by the Board of Directors, or pursuant to a subdelegation in accordance with applicable statutory and regulatory requirements. Such price shall be reported to the next general shareholders’ meeting.

TENTH RESOLUTION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

Subject to the condition precedent that the compensation plan for directors provided for in the FIFTH resolution above is actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 6,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €60.

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted from the conclusion of this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

5.)

- 5/17 -

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €120, which, on the basis of the issuance of 6,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 6,000 stock warrants.

7.)

Resolves to approve the terms and conditions governing the stock warrants, as set forth in the stock warrant issuance agreement (hereinafter, “Stock Warrant Issuance Agreement”) appended to these resolutions as Attachment A, and adopts all provisions of said Stock Warrant Issuance Agreement, which provide inter alia that the period during which the stock warrants may be exercised shall expire ten years from the date of issuance, i.e., June 25, 2022.

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. James Patterson:

•

9.)

10.)

Resolves that the holder of the stock warrants shall have the protections afforded by the statutes and regulations to holders of stock warrants, in accordance with the requirements prescribed for this class of securities that confer equity rights, and as set forth in the Stock Warrant Issuance Agreement.

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

•

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. James Patterson the subscription for 6,000 stock warrants.

13.)

ELEVENTH RESOLUTION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s Statutory Auditor’s report,

Subject to the condition precedent that the compensation plan for directors provided for in the FIFTH resolution above is actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 6,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €60.

- 6/17 -

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted from the conclusion of this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

5.)

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €120, which, on the basis of the issuance of 6,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 6,000 stock warrants.

7.)

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. Zvi Slonimsky:

•

9.)

10.)

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

•

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. Zvi Slonimsky the subscription for 6,000 stock warrants.

13.)

- 7/17 -

TWELFTH RESOLUTION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s Statutory Auditor’s report,

Subject to the condition precedent that the compensation plan for directors provided for in the FIFTH resolution above is actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 6,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €60.

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted from the conclusion of this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

5.)

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €120, which, on the basis of the issuance of 6,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 6,000 stock warrants.

7.)

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. Hubert de Pesquidoux:

•

9.)

10.)

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

- 8/17 -

•

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. Hubert de Pesquidoux the subscription for 6,000 stock warrants.

13.)

THIRTEENTH RESOLUTION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s Statutory Auditor’s report,

Subject to the condition precedent that the compensation plan for directors provided for in the FIFTH resolution above is actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 6,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €60.

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted from the conclusion of this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

5.)

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €120, which, on the basis of the issuance of 6,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 6,000 stock warrants.

7.)

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. Dominique Pitteloud:

•

9.)

- 9/17 -

10.)

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

•

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. Dominique Pitteloud the subscription for 6,000 stock warrants.

13.)

FOURTEENTH RESOLUTION

SUBJECT TO THE CONDITIONS PRECEDENT THAT THE COMPENSATION PLAN FOR INDEPENDENT DIRECTORS IS APPROVED AND THAT MR. GILLES DELFASSY IS APPOINTED AS AN INDEPENDENT DIRECTOR, ISSUANCE OF 25,000 STOCK SUBSCRIPTION WARRANTS – ESTABLISHING THE CONDITIONS FOR EXERCISING THE STOCK WARRANTS AND ADOPTION OF AN ISSUANCE AGREEMENT – REVOCATION OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF MR. DELFASSY

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

Subject to the conditions precedent that the compensation plan for directors and the appointment of Mr. Gilles Delfassy provided for in the FIFTH and SIXTH resolutions above are actually approved,

Having regard to Articles L.228-91 et seq. of the French Commercial Code,

1.)	Resolves to issue 25,000 stock subscription warrants (hereinafter, “stock warrants”) for a price of €0.01 each, i.e., a total amount of €250.

2.)	Resolves that at the time of subscription, the par value and issue premium of the stock warrants must be paid in full by a cash payment, a transfer to any of the bank accounts opened in the Company’s name with a bank or a setoff against a claim held against the Company for directors’ fees.

3.)	Resolves that subscriptions will be accepted as of the day following this shareholders’ meeting until July 2, 2012, inclusive, at the Company’s principal office. Payments must be made within a period of ten days following the subscription.

4.)	Resolves that each stock warrant shall entitle the holder thereof to subscribe for one new ordinary share of the Company with a par value of €0.02 (hereinafter, “New Share”).

5.)

- 10/17 -

6.)	Authorizes the Board of Directors to increase stated capital by a maximum nominal amount of €550, which, on the basis of the issuance of 25,000 New ordinary Shares with a par value of €0.02 each, corresponds to the exercise of 25,000 stock warrants.

7.)

Resolves to approve the terms and conditions governing the stock warrants, as set forth in the stock warrant issuance agreement (hereinafter, “Stock Warrant Issuance Agreement”) appended to these resolutions as Attachment B, and adopts all provisions of said Stock Warrant Issuance Agreement, which provide inter alia that the period during which the stock warrants may be exercised shall expire ten years from the date of issuance, i.e., June 25, 2022.

8.)	Resolves to set as follows the vesting conditions for the stock warrants, whose subscription is reserved to Mr. Gilles Delfassy:

•

9.)

10.)

11.)	In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of stated capital resulting from the exercise of the stock warrants, and in particular to:

(i)

Inform the beneficiaries of the stock warrants, collect the subscription price for said stock warrants and perform all necessary formalities;

(ii)

Carry out the increase of stated capital resulting from the exercise of the stock warrants and, in particular, to:

•

Collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these stock warrants;

•

Make the necessary amendments to the Company’s Articles of Incorporation and Bylaws and perform all necessary formalities;

•

12.)	Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L.125-32 of the French Commercial Code and to reserve to Mr. Gilles Delfassy the subscription for 25,000 stock warrants.

13.)

FIFTEENTH RESOLUTION

AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO GRANT STOCK SUBSCRIPTION OPTIONS, AND REVOCATION OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF THE BENEFICIARIES OF SUCH OPTIONS; CONDITIONS ATTACHED TO SUCH AUTHORIZATION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

acting in accordance with Articles L. 225-177 et seq. of the French Commercial Code,

1.)	Authorizes the Board of Directors to issue, when it deems appropriate, stock subscription options (“Options”), on one or more occasions, to the employees of the Company’s subsidiaries, as well as to the Company’s employees and corporate officers.

2.)	Resolves that the Options granted pursuant to this authorization shall not confer the right to a total number of shares greater than one million (1,000,000) shares with a par value of €0.02.

- 11/17 -

3.)

Resolves that each Option shall entitle the beneficiary thereof to subscribe for one share in the Company with a par value of €0.02 (hereinafter, “New Share”) at the market value of the Company’s shares, as determined on the date the Board of Directors actually grants said Option, and delegates to the Board of Directors the authority to certify the exercise price, with the right to subdelegate its authority in accordance with applicable statutory and regulatory requirements. Such exercise price shall be equal to the closing price of the Company’s American Depositary Shares on the NYSE on the date said Option is actually granted.

4.)	Resolves that the Options must be exercised within a period of ten years from the date said Options are granted, and that they shall cease to be valid after such date.

5.)

Resolves that the New Shares subscribed by exercising the Options shall be subscribed for cash and paid in full, in cash, at the time of the subscription. Such New Shares shall be subject to all provisions of the Articles of Incorporation and Bylaws applicable to shares of the same class and shall enjoy all rights pertaining thereto as of the date the capital increase is completed.

6.)

Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of the Options, by the shareholders, of their preemptive subscription rights to the New Shares that will be issued as said Options are exercised. The increase in stated capital resulting from the exercise of the Options shall be definitively completed merely as the result of a statement that the Options are being exercised, accompanied by the subscription forms and payment of the subscription price.

7.)	Confers full powers on the Board of Directors to implement this authorization and, in particular, to:

•

Determine the beneficiaries of the Options, in compliance with statutory provisions, as well as the number [of Options] to be granted to each one, free of charge;

•

Determine the exercise price for these Options in accordance with the procedures established by said general shareholders’ meeting, in accordance with applicable statutes and regulations;

•

Determine the conditions for exercising these Options, in particular the dates for exercising the Options;

•

Determine the procedure by which the rights of the beneficiaries of the Options will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the Options are still valid that can be carried out only by preserving the rights of said beneficiaries;

•

Inform the beneficiaries of the Options, collect the subscriptions and payments of the price of the shares issued pursuant to the exercise of such Options and certify completion of the corresponding capital increases;

•

In accordance with the provisions of Article 225-184 of the French Commercial Code, each year, at the ordinary general shareholders’ meeting, the Board of Directors shall inform the shareholders in a special report of the transactions carried out pursuant to this resolution.

8.)	Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.

9.)

Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to grant stock subscription options and revoke shareholders’ preemptive subscription rights in favor of the beneficiaries of such options.

SIXTEENTH RESOLUTION

AUTHORIZATION GIVEN TO THE BOARD OF DIRECTORS TO GRANT SHARES, FREE OF CHARGE, TO EMPLOYEES AND/OR CORPORATE OFFICERS, AND REVOCATION OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF THE BENEFICIARIES OF SUCH SHARES; CONDITIONS ATTACHED TO SUCH AUTHORIZATION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

acting in accordance with Articles L. 225-197-1 to L. 225-197-6 and L. 225-129-2, paragraph 3, of the French Commercial Code,

1.)

Authorizes the Board of Directors, if it deems appropriate, to grant, free of charge, shares in the Company, whether existing or to be issued at par value, on one or more occasions, subject to conditions in its discretion, to all or some of the employees and/or corporate officers of the Company and of the companies referred to in Article L. 225-197-2 of the French Commercial Code.

2.)	Resolves that the number of free shares issued pursuant to this authorization shall not exceed one million (1,000,000) shares with a par value of €0.02.

3.)

In the event free shares to be issued are granted, delegates to the Board of Directors its authority to decide to increase capital by capitalizing reserves, premiums and profits in a nominal amount equal to the number of shares definitively granted by issuing, at par value, the necessary number of shares definitively granted to the beneficiaries.

4.)	Resolves that the grant of shares to the beneficiaries thereof shall become final:

•

For all or some of the shares granted free of charge, at the end of a minimum four-year deferral period, in which case, without a lock-in period; or

- 12/17 -

•

For all or some of the shares granted free of charge, at the end of a minimum two-year deferral period, in which case the beneficiaries of the shares granted free of charge shall be required to hold the shares for a maximum period of two years from the definitive grant thereof.

5.)

Resolves that the definitive grant may occur before the end of the deferral period(s) in the event of a disability of the beneficiaries that meets the requirements set by law, and that the shares shall be freely transferable before the end of the lock-in period in the event of a disability of the beneficiaries that meets the requirements set by law.

6.)

Notes that this authorization automatically constitutes, in favor of the beneficiaries of the shares to be issued free of charge, a capital increase by capitalizing premiums, reserves, profits or other funds at the end of the deferral period(s) and a waiver by the shareholders of their preemptive rights to subscribe for the shares to be issued free of charge pursuant to this resolution.

7.)	Confers full powers on the Board of Directors to implement this authorization if it deems appropriate, with the right to subdelegate its authority in accordance with the requirements set by law, and, in particular, to:

•

Determine the identities of the beneficiaries, or the class(es) of beneficiaries, of the share grants. However, shares may not be granted to any employee or corporate officer who holds more than 10% of stated capital, and a grant of free shares may not cause any employee or corporate officer to exceed the equity threshold of more than 10% of stated capital.

•

Set the percentage and quantity of shares granted free of charge for which the minimum deferral period shall be two years and those for which the minimum deferral period shall be four years, with the right to apply either of these periods to all shares granted free of charge.

•

Decide to increase, if necessary, the minimum deferral and/or lock-in periods in accordance with the law and this authorization.

•

Decide for the shares granted free of charge to the Company’s corporate officers, as referred to in Article L. 225-197-1 II of the French Commercial Code, that the beneficiaries may not transfer the shares before they leave their positions, or set the number of these free shares that the Company’s corporate officers are required to keep in registered form until they leave their positions.

•

Set, if appropriate, the requirements and criteria for granting shares, including but not limited to, seniority requirements, the requirement that the beneficiary must be a party to an employment contract or hold a corporate office during the deferral period and any other individual or collective financial or performance requirement.

•

Register the free shares granted in a registered account in the name of their holders, specifying the restrictions thereon and the duration thereof.

•

Lift the restrictions on the shares during the lock-in period in the event a beneficiary is dismissed, retires, becomes disabled and such disability is classified as a second or third category disability, as defined by the provisions of Article L.341-4 of the French Social Security Code (Code de la Sécurité Sociale), or dies.

•

Fund a restricted reserve fund, set aside to cover the beneficiaries’ rights, in an amount equal to the total par value of the shares that may be issued pursuant to a capital increase, by withdrawing the necessary sums from any reserve funds to which the Company has unrestricted access.

•

Make the necessary withdrawals from this restricted reserve fund in order to pay the par value of the shares to be issued to the beneficiaries thereof.

•

In the event any of the financial transactions referred to in Article L. 228-99, paragraph 1, of the French Commercial Code are carried out during the deferral period, to take all measures necessary to preserve and adjust the rights of the beneficiaries of the shares, in accordance with the procedures and requirements prescribed in paragraph 3 of said article.

•

In general, to enter into all agreements, take all measures and, in the event of capital increases, to perform all formalities with respect to the issuance, listing, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Articles of Incorporation and Bylaws.

In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, each year, at the ordinary general shareholders’ meeting, the Board of Directors shall report on the transactions carried out pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-3 of the French Commercial Code.

8.)	Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.

9.)	Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to grant shares free of charge to employees and/or corporate officers.

SEVENTEENTH RESOLUTION

AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK SUBSCRIPTION WARRANTS, AND REVOCATION OF SHAREHOLDERS’ PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF THE SUBSCRIBERS FOR SUCH WARRANTS; CONDITIONS ATTACHED TO SUCH AUTHORIZATION

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied (i) the Board of Directors’ report and (ii) the Company’s statutory auditor’s report,

- 13/17 -

acting in accordance with Articles L. 228-91 et seq. of the French Commercial Code,

1.)	Authorizes the Board of Directors to issue, when it deems appropriate, stock subscription warrants (“stock warrants”), on one or more occasions, for a price of €0.02 each.

2.)	Resolves that the stock warrants issued pursuant to this authorization shall not confer the right to a total number of shares greater than one million (1,000,000) shares with a par value of €0.02.

3.)

Resolves that each stock warrant shall entitle the beneficiary thereof to subscribe for one new ordinary share with a par value of €0.02 (hereinafter, “New Share”) at the market value of the Company’s shares, as determined on the date the Board of Directors actually grants the stock warrants, and delegates to the Board of Directors the authority to certify the exercise price, with the right to subdelegate its authority in accordance with applicable statutory and regulatory requirements. Such exercise price shall be equal to the closing price of the Company’s American Depositary Shares on the NYSE on the date said stock warrants are actually granted.

4.)	Resolves that the stock warrants must be exercised within a period of ten years from the date they are issued, and that they shall cease to be valid after such date.

5.)

Resolves that the New Shares subscribed by exercising the stock warrants shall be subscribed for cash and paid in full, in cash, at the time of the subscription. Such New Shares shall be subject to all provisions of the Articles of Incorporation and Bylaws applicable to shares of the same class and shall enjoy all rights pertaining thereto as of the date the capital increase is completed.

6.)

Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of these stock warrants, by the shareholders, of their preemptive subscription rights to the shares that will be issued as said stock warrants are exercised. The increase in stated capital resulting from the exercise of the stock warrants shall be definitively completed merely as the result of a statement that the stock warrants are being exercised, accompanied by the subscription forms and payment of the subscription price.

7.)	Resolves, pursuant to Article L.225-138 of the French Commercial Code, to revoke the preemptive subscription rights afforded by Article L.225-132 of the aforementioned Code in favor of persons who meet the characteristics specified below, and who are selected by the Board of Directors:

•

The Company’s external partners (independent consultants, etc.) who contribute to the Company’s expansion and success.

8.)	Confers full powers on the Board of Directors to implement this authorization and, in particular, to:

•

Determine the beneficiaries of the stock warrants, in compliance with statutory provisions;

•

Determine the exercise price for these stock warrants in accordance with the procedures established by this general shareholders’ meeting;

•

Determine the conditions for exercising these stock warrants, in particular the dates for exercising the stock warrants;

•

Determine the procedure by which the rights of the holders of the stock warrants will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the stock warrants are still valid that can be carried out only by preserving the rights of said holders;

•

Inform the holders of the stock warrants, collect the subscriptions and payments of the price of the New Shares issued pursuant to the exercise of these stock warrants and certify completion of the corresponding capital increases;

•

In general, enter into all agreements, take all measures, perform all formalities with respect to the issue, listing, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Articles of Incorporation and Bylaws.

9.)

Lastly, points out that, in accordance with Article R.225-116 of the French Commercial Code, within a period of 15 days following each use of this delegation of authority, the Board of Directors shall prepare an additional report describing the definitive terms of the transaction. Such additional report shall be provided to the next general shareholders’ meeting.

10.)	Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.

11.)

Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to issue detachable stock warrants (“stock warrants”) and revoke shareholders’ preemptive subscription rights in favor of the holders of such warrants.

EIGHTEENTH RESOLUTION

SETTING AN OVERALL CEILING FOR ISSUES OF COMPANY FOUNDERS’ STOCK SUBSCRIPTION WARRANTS, STOCK SUBSCRIPTION OPTIONS, FREE SHARES AND STOCK SUBSCRIPTION WARRANTS (“STOCK WARRANTS”)

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied the Company’s Board of Directors’ report,

Sets the maximum number of new shares that may be issued pursuant to the issuance authorizations that are the subject of the FIFTEENTH, SIXTEENTH and SEVENTEENTH resolutions at one million (1,000,000) shares with a par value of €0.02.

- 14/17 -

NINETEENTH RESOLUTION

AUTHORITY DELEGATED TO THE BOARD OF DIRECTORS TO CARRY OUT ONE OR MORE CAPITAL INCREASES UP TO A MAXIMUM NOMINAL AMOUNT OF €200,000 BY ISSUING SHARES AND/OR SECURITIES THAT CONFER RIGHTS TO THE COMPANY’S EQUITY AND/OR SECURITIES THAT CONFER THE RIGHT TO AN ALLOTMENT OF DEBT SECURITIES, RESERVED TO A SPECIFIC CLASS OF PERSONS, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH CLASS

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

After having studied the Board of Directors’ report and the statutory auditor’s report,

In accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L.225-138 and L.228-92 of the French Commercial Code,

1.)

Delegates to the Board of Directors its authority for the purpose of carrying out one or more capital increases, on one or more occasions, of the size and at the times in its discretion, in euros, any other currency or a monetary unit established with reference to several currencies, by issuing ordinary shares (to the exclusion of preferred shares) or securities that confer rights to the Company’s equity or securities that confer the right to an allotment of debt securities, issued for consideration or free of charge, as governed by Articles L. 225-149 et seq. and L. 228-91 et seq. of the French Commercial Code. Subscriptions for shares and other securities may be made for cash or by a setoff against claims, and shall be paid in full at the time of the subscription.

2.)

Resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation of authority shall be two hundred thousand euros (€200,000) (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies). Any transactions involving the Company’s capital carried out after the date of this general shareholders’ meeting shall have no impact on the amount of this ceiling, which shall continue to apply up to the prescribed amount. Furthermore, if necessary, the nominal amount of the additional shares to be issued shall be added to this total amount in order to preserve the rights of the holders of securities that confer rights to the Company’s equity, in accordance with the law and applicable contractual provisions.

3.)

Resolves that the maximum nominal amount of securities that represent claims against the Company that may be issued, directly or indirectly, immediately or in the future, pursuant to this delegation of authority shall be twenty-three million euros (€23,000,000)(or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies).

4.)	Resolves to revoke the shareholders’ preemptive right to subscribe for the securities that are the subject of this authorization in favor of:

A-

Institutional or strategic investors

(i)

that have, if necessary, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law or the status of qualified investors within the meaning of Article L. 411-2 of the French Monetary and Financial Code (Code Monétaire et Financier) (such as, for example, French or foreign investment funds, pension funds, banks, insurance companies and mutual funds) whose principal place of business, management or management company is located in the United States of America, Canada, the European Union, the European Economic Area, Russia, Japan, Korea, Taiwan, Hong Kong, Singapore or Israel;

(ii)

and that invest in companies with high growth potential and have a certain number of significant references making investments in small/mid cap equities;

B-

or any industrial partner that has a similar, complementary or related business to that of the Company;

C-

or any institution that acts as a depository in connection with a public offering by the Company of American Depositary Shares (ADS) on the New York Stock Exchange.

5.)

Acknowledges the fact that this delegation of authority automatically constitutes an express waiver in favor of the holders of securities that confer rights to the Company’s equity that may be issued pursuant to this resolution, by the shareholders, of their preemptive right to subscribe for the shares to which the securities will confer rights.

6.)

Resolves that the issue price (or the amount of the consideration that the Company is to receive subsequently for each share to be issued in the event securities that confer rights to the Company’s equity are issued) will be set either (i) in accordance with market practices such as, for example, in the case of an underwritten deal or private placement by reference to the price obtained by comparing the number of securities offered for subscription with subscription requests made by investors, using “book-building” techniques as developed by professional practice in the market, or (ii) in accordance with objective share valuation methods that may be selected (including, if applicable, by reference to the price of the Company’s shares) and, if the Board of Directors deems necessary, with the assistance of independent valuation services.

7.)	Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation of authority.

8.)	Resolves that the Board of Directors shall have full powers to implement this delegation of authority, within the restrictions and subject to the conditions specified above and, in particular, to:

•

Draw up a list of beneficiaries within the class described above that may subscribe for the securities issued and the number of securities to allot to each one, subject to the restrictions specified above;

•

Set the amount of the issue(s) that will be carried out pursuant to this delegation of authority and decide inter alia the issue price (in accordance with the price-setting conditions specified above) and the dates, deadlines, procedures and conditions applicable to the subscription, delivery and dated date of the securities, subject to statutory and regulatory restrictions in force;

- 15/17 -

•

If applicable, establish the procedures for exercising the rights pertaining to shares or securities that confer equity rights that are to be issued and, if applicable, establish the procedures for exercising inter alia conversion, exchange and redemption rights, including by delivering assets to the Company, such as securities already issued by the Company;

•

Collect the subscriptions and corresponding payments and certify completion of the capital increases up to the amount of shares subscribed, and make the corresponding amendment to the Articles of Incorporation and Bylaws;

•

Pursuant to its sole initiative, set off the expenses of the capital increase(s) against the amount of the issue premium(s) generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of stated capital after each capital increase;

•

Decide and make all adjustments intended to take account of the impact of transactions on the Company’s capital, in particular, changes to the par value of shares, capital increases by capitalizing reserves, free allotments of shares, stock splits or reverse stock splits, distributions of reserves or any other assets, capital redemptions or any other transaction involving shareholders’ equity, and determine the procedures by which the rights of the holders of securities that confer equity rights will be preserved, if necessary;

•

In general, take all measures and perform all formalities of use with respect to the issuance, listing and financial servicing of the securities issued pursuant to this delegation of authority and for exercising the rights pertaining thereto.

9.)

Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to carry out one or more capital increases by issuing shares and/or securities that confer rights to the Company’s equity and/or securities that confer the right to an allotment of debt securities reserved to a specific class of persons and revocation of preemptive subscription rights in favor of such class specific class of persons and revocation of preemptive subscription rights in favor of such class.

TWENTIETH RESOLUTION

AUTHORITY TO BE DELEGATED TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE STATED CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH EMPLOYEES

The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings,

after having studied the Board of Directors’ report and the statutory auditor’s special report,

acting in accordance with, firstly, the provisions of Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code and, secondly, the provisions of Articles L. 3332-1 et seq. of the French Labor Code (Code du Travail),

1.)

Delegates to the Board of Directors its authority to decide to increase stated capital, on one or more occasions, up to a maximum total number of shares equal to 3% of stated capital on the date of the Board of Directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more corporate savings plans (or any other membership plan for which applicable statutory and regulatory provisions permit reserving a capital increase under equivalent conditions) that may be set up within the group comprised of the Company and the French or foreign companies within the Company’s consolidation scope or combination of accounts.

2.)	Sets at eighteen (18) months, as of the date of this shareholders’ meeting, the period of validity of this delegation of authority.

3.)	Resolves that the issue price of the new shares or securities that confer equity rights shall be determined in accordance with applicable statutory and regulatory requirements.

4.)

Authorizes the Board of Directors to grant, free of charge, to the beneficiaries specified above, in addition to shares or securities that confer equity rights to be subscribed for cash, shares or securities that confer equity rights to be issued or already issued in order to offset all or part of a drop in value vis-à-vis the share subscription price, provided the benefit obtained from such allotment does not exceed applicable statutory or regulatory limits.

5.)

Resolves to revoke, in favor of the beneficiaries specified above, the preemptive right of shareholders to subscribe for the securities that are the subject of this authorization. Furthermore, said shareholders shall waive all rights to the free shares or securities that confer equity rights that may be issued pursuant to this resolution.

6.)

Resolves that the Board of Directors shall have full powers to implement this delegation of authority, with the right to subdelegate its authority in accordance with legal requirements, within the limits and subject to the conditions specified above, for the purpose of setting the issuance and subscription conditions, certify completion of the resulting capital increases and make the corresponding amendments to the Articles of Incorporation and Bylaws and, in particular, to:

•

Establish, in accordance with legal requirements, a list of companies whose employees, employees on early retirement and retired employees may subscribe for the shares or securities that confer equity rights thus issued and, if applicable, may be entitled to free shares or securities that confer equity rights;

•

Decide that the subscriptions may be made directly or through corporate mutual funds or other structures or entities permitted by applicable statutory and regulatory provisions;

•

Determine the conditions, in particular, seniority conditions, that the beneficiaries of the capital increases must meet;

•

If applicable, set off the expenses of the capital increases against the amount of the issue premiums generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of stated capital as a result of such capital increases;

•

In general, enter into all agreements, take all measures, perform all formalities with respect to the issuance, listing, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Articles of Incorporation and Bylaws.

- 16/17 -

7.)	Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees.

TWENTY-FIRST RESOLUTION

POWERS AND FORMALITIES

The general shareholders’ meeting grants full powers to the bearer of the original, an excerpt or a copy of these minutes for the purpose of performing all publication, filing and other necessary formalities.

* *

- 17/17 -

Attachment A

Stock Warrant Issuance Agreement

SEQUANS COMMUNICATIONS

Société anonyme au capital de 693.346,78 Euros

Siège social : 19, Le Parvis de La Défense – 92800 PUTEAUX

RCS Nanterre B 450 249 677

BSA (Warrants) Issuance Agreement

Dated June 26th, 2012

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDER OF BSA

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA

	Article 1.	Holder of BSA
	Article 2.	Allotment and subscription of BSA
	Article 3.	Features and period of validity of BSA – Conditions of exercise
	Article 4.	Termination of the mandate of Independant Board Member of Sequans Communications
	Article 5.	Setting of the subscription price for shares covered by the BSA

Title 2.	RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

	Article 6.	Suspension of the rights to exercise the BSA
	Article 7.	Conditions of exercise of BSA
	Article 8.	Delivery and form of shares
	Article 9.	Rights and availability of shares

Title 3.	REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

	Article 10.	Representation of Holders
	Article 11.	Protection of Holders – Rights of the Company
	Article 12.	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

WHEREAS

In a decision taken on June 26th, 2012, a combined general shareholders’ meeting (the “CGM”) voted in favour of the issuance a total number of 6,000 BSA, at the price of 0.02 Euro per BSA.

Each BSA gives the Holder the right to subscribe for one ordinary share at the market value approved by the most recent Board of Directors prior to the actual issue of said BSA. This decision entails the suppression of the shareholders’ pre-emptive subscription rights with respect to the ordinary shares likely to be issued.

Furthermore, the Board of Directors was granted the power to increase share capital by a maximum nominal amount of Euro 120, to record the successive increases in share capital as a result of the exercise of the BSA, and to carry out all formalities required as a result thereof.

The CGM, having eliminated the preferred subscription right of shareholders to the BSA, fully reserved subscription of these BSA for the subscribers designated by the CGM.

The purpose of this BSA issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing these 6,000 BSA issued with a vesting period.

THE PARTIES AGREE AS FOLLOWS

Title 1. SUBSCRIPTION AND FEATURES OF BSA

Article 1.

Holder of BSA

The Holder is a physical person being an independent member of the Company’s Board of Directors, designated by the CGM.

The number of BSA allocated to the Holder is 6.000.

Article 2.

Allotment and subscription of BSA.

The BSA proposed to the Holders shall be subscribed at the price of 0.02 Euro per BSA, price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.

The number of BSA proposed to Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such shall be done no later than 10 days from the receipt of the aforesaid letter, by returning to the Company

•

the BSA subscription form duly signed,

•

as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.

FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIOD – EXCEPT IN THE EVENT OF FORCE MAJEURE – SHALL RENDER THE BSA ISSUED IMMEDIATELY AND AUTOMATICALLY VOID.

Article 3.

Features and period of validity of BSA – Conditions of exercise

Provided they are subscribed for by the Holder, BSA are granted for a period of 10 years as from June 26th, 2012, date of their issuance by the CGM and subscription by the Holder.

BSA must be exercised within the aforementioned maximum period of 10 years; furthermore, the vesting schedule is at the rate of 1/3^rd per year. For the sake of clarity, it is specified that, the Holder shall be entitled to exercise up to 1/3^rd of his BSA on the first, up to 2/3^rd on the second and without restriction on the third anniversary of the date defined by the CGM and reminded in the Individual Notification Letter.

Exercising a BSA entitles the Holder to subscribe for one ordinary share of Sequans Communications’ share capital at the price of USD [closing price of Sequans Communications ADS on NYSE on 26 June 2012] ; the counter value in Euro shall be determined on the exercise date of the BSA.

This number of shares cannot be modified during the BSA’ period of validity, except in the event of an adjustment in the subscription price and any other adjustments in accordance with statutory and regulatory requirements.

Any BSA that is not exercised before the expiry of the aforementioned 10-year period shall be null and void.

Article 4.

Termination of the mandate of independent Board member of Sequans Communications

In the event of a termination, anticipated or not, of the Holder’s mandate as independent Board member of Sequans Communications, regardless of the reason, said Holder shall lose any and all rights with regard to BSA not yet exercisable on the date of the aforesaid termination (hereafter the “Termination Date”), in accordance with the schedule for exercising the BSA set under article 2 above.

However, the Holder retains the right to exercise BSA that are exercisable and that have not yet been exercised, provided that Holder exercises them within a period of thirty (30) days following the Termination Date.

After the expiry of such period, the Holder shall lose any and all rights with regard to unexercised BSA which shall be null and void.

Notwithstanding the above and in the event of death of the Holder, his heirs or beneficiaries shall have a period of 6 months to exercise the BSA. After the expiry of this 6-month period hereinabove, said heirs or beneficiaries shall lose all rights with regard to unexercised BSA.

However and should Sequans Communications be subject to an acquisition by a third company, all BSA subscribed by the Holder and not yet exercisable would nevertheless become exercisable from the effective date of such change of control, notwithstanding the schedule set out under article 3 above, allowing said Holder to exercise any and all remaining BSA, provided that such exercise occurs within a period of 30 days following the aforesaid acquisition.

Article 5.

Setting of the subscription price for shares covered by the BSA

The CGM decided that the subscription price for shares to be issued pursuant to an exercise of the BSA shall be equal to the closing price of Sequans Communications share on NYSE as determined on June 26, 2012.

This subscription price – with respect to this BSA Issuance Agreement – is set in the amount of USD [—] per share (ADS) ; the counter value in Euros shall be determined on the exercise date of the BSA. The par value of each share (ADS) is EUR 0,02.

This price may not be changed during the BSA’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

Title 2. RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6.

Suspension of the rights to exercise BSA

If necessary, the Board of Directors may suspend the right to exercise the BSA. In particular, a suspension may be ordered whenever a transaction concerning Sequans Communications’ share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.

In such case, Sequans Communications shall inform the Holders of the BSA, indicating the date of the suspension and the date on which the right to exercise BSA will be re-established. Such suspension may not exceed 3 months.

If the right to exercise a BSA expires during a period in which rights are suspended, the period for exercising the BSA shall be extended by 3 months.

Article 7.

Conditions of exercise of BSA

All requests for exercising BSA, documented by the signature of the corresponding subscription certificate, shall be sent to Sequans Communications, and must be accompanied by a cheque or a money transfer made out to the Company’s order in an amount corresponding to the number of shares subscribed.

Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt.

Failure to do so renders the subscription of shares null and void.

Article 8.

Delivery and form of shares

Shares acquired by exercising BSA are registered in the books of Sequans Communications as registered shares.

Article 9.

Rights and availability of shares

The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

These shares shall be immediately transferable.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10.

Representation of Holders of BSA

Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of BSA are grouped into a body with legal personality protecting their joint interests (the “masse”). General meetings of Holders meet at the registered office or in any other location of the department of the registered office or of bordering departments.

The masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his duties.

Article 11.

Protection of Holders – Rights of the Company

11.1	Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2

During the entire period of validity of the BSA, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of BSA. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly take the measures necessary to maintain the rights of the Holders, in compliance with applicable legal and/or regulatory provisions.

11.3

Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take any measure relating to the protection and adjustment of the rights of Holders as provided for by the law and regulations, in particular by Article L. 228-99 of the French Commercial Code.

11.4

The Issuance Agreement and the conditions for the subscription or allotment of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.

Article 12.

Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1	The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of BSA.

12.2

This Issuance Agreement becomes effective on the date of effective subscription of the BSA and ends on the first of the following dates: (a) the expiry date of the BSA, (b) the date on which all the BSA have been exercised or waived. In addition, it will cease to be binding on each BSA Holder on the date on which such holder ceases to hold any BSA.

12.3	This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the BSA will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.

Executed in two (2) copies

(The Holder shall initialize each page, sign the last page and write down: “read and approved”)

Attachment B

Stock Warrant Issuance Agreement

SEQUANS COMMUNICATIONS

Société anonyme au capital de 693.346,78 Euros

Siège social : 19, Le Parvis de La Défense – 92800 PUTEAUX

RCS Nanterre B 450 249 677

BSA (Warrants) Issuance Agreement

Dated June 26th, 2012

(1) SEQUANS COMMUNICATIONS

(2) THE HOLDER OF BSA

Summary

PREAMBLE : PRESENTATION OF THE ISSUANCE AGREEMENT


Title 1.	SUBSCRIPTION AND FEATURES OF BSA

	Article 1.	Holder of BSA
	Article 2.	Allotment and subscription of BSA
	Article 3.	Features and period of validity of BSA – Conditions of exercise
	Article 4.	Termination of the mandate of Independant Board Member of Sequans Communications
	Article 5.	Setting of the subscription price for shares covered by the BSA

Title 2.	RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

	Article 6.	Suspension of the rights to exercise the BSA
	Article 7.	Conditions of exercise of BSA
	Article 8.	Delivery and form of shares
	Article 9.	Rights and availability of shares

Title 3.	REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

	Article 10.	Representation of Holders
	Article 11.	Protection of Holders – Rights of the Company
	Article 12.	Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

WHEREAS

In a decision taken on June 26th, 2012, a combined general shareholders’ meeting (the “CGM”) voted in favour of the issuance a total number of 25,000 BSA, at the price of 0.01 Euro per BSA.

Furthermore, the Board of Directors was granted the power to increase share capital by a maximum nominal amount of Euro 500, to record the successive increases in share capital as a result of the exercise of the BSA, and to carry out all formalities required as a result thereof.

The CGM, having eliminated the preferred subscription right of shareholders to the BSA, fully reserved subscription of these BSA for the subscribers designated by the CGM.

The purpose of this BSA issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing these 25,000 BSA issued with a vesting period.

THE PARTIES AGREE AS FOLLOWS

Title 1. SUBSCRIPTION AND FEATURES OF BSA

Article 1.

Holder of BSA

The Holder is a physical person being an independent member of the Company’s Board of Directors, designated by the CGM.

The number of BSA allocated to the Holder is 25.000.

Article 2.

Allotment and subscription of BSA.

The BSA proposed to the Holders shall be subscribed at the price of 0.01 Euro per BSA, price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.

•

the BSA subscription form duly signed,

•

as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.

FAILURE TO COMPLY WITH THIS MAJOR FORMALITY WITHIN THE APPLICABLE PERIOD – EXCEPT IN THE EVENT OF FORCE MAJEURE – SHALL RENDER THE BSA ISSUED IMMEDIATELY AND AUTOMATICALLY VOID.

Article 3.

Features and period of validity of BSA – Conditions of exercise

Provided they are subscribed for by the Holder, BSA are granted for a period of 10 years as from June 26th, 2012, date of their issuance by the CGM and subscription by the Holder.

Any BSA that is not exercised before the expiry of the aforementioned 10-year period shall be null and void.

Article 4.

Termination of the mandate of independent Board member of Sequans Communications

After the expiry of such period, the Holder shall lose any and all rights with regard to unexercised BSA which shall be null and void.

Article 5.

Setting of the subscription price for shares covered by the BSA

This price may not be changed during the BSA’ period of validity, except in the event of adjustments in accordance with statutory and regulatory requirements.

Title 2. RIGHT OF EXERCIZE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED

Article 6.

Suspension of the rights to exercise BSA

If the right to exercise a BSA expires during a period in which rights are suspended, the period for exercising the BSA shall be extended by 3 months.

Article 7.

Conditions of exercise of BSA

Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt.

Failure to do so renders the subscription of shares null and void.

Article 8.

Delivery and form of shares

Shares acquired by exercising BSA are registered in the books of Sequans Communications as registered shares.

Article 9.

Rights and availability of shares

The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.

These shares shall be immediately transferable.

Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT

Article 10.

Representation of Holders of BSA

Article 11.

Protection of Holders – Rights of the Company

11.1	Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.

11.2

11.3

11.4

Article 12.

Binding effect – Amendment of the issuance agreement – Term – Jurisdiction

12.1	The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of BSA.

12.2

12.3	This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the BSA will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.

Executed in two (2) copies

(The Holder shall initialize each page, sign the last page and write down: “read and approved”)

EX-99.2 3 d355275dex992.htm PROXY CARD FOR USE IN CONNECTION WITH THE ORDINARY GENERAL MEETING Proxy card for use in connection with the Ordinary General Meeting

EXHIBIT 99.2

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone

voting, Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM New York Time on June 17, 2012.


Sequans Communications		INTERNET http://www.proxyvoting.com/sqns Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
		OR
		TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.
	If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card. To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
	Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

WO# 25716

q FOLD AND DETACH HERE q


		Please mark your votes as		x
		indicated in this example		x

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

11.

16.

12.

17.

13.

18.

14.

19.

10.

15.

20.

21.

Mark Here for

Address Change

or Comments

SEE REVERSE

RESTRICTED SCAN LINE AREA

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.


Signature				Signature				Date

Resolutions within the competence of the Ordinary Shareholders’ Meeting

1. Approval of the statutory financial statements for the fiscal year ended December 31, 2011.

2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2011.

3. Acknowledgement of related party agreements referred to in Article L. 225-38 of the French Commercial Code.

4. Allocation of the income for the fiscal year ended December 31, 2011, as stated in the annual financial statements, to cumulated retained earnings.

5. Approval of board fees for non-executive directors.

6. Appointment of Mr. Gilles Delfassy as a director.

7. Renewal of appointments of Mssrs. Georges Karam and Zvi Slonimsky as directors.

Resolutions within the competence of the Extraordinary Shareholders’ Meeting

8. Amendment of articles of incorporation to change directors’ terms from two years to three years.

9. Grant of 6,000 warrants to Mr. Alok Sharma, current director, in accordance with directors’ compensation policy.

10. Grant of 6,000 warrants to Mr. James Patterson, current director, in accordance with directors’ compensation policy.

11. Grant of 6,000 warrants to Mr. Zvi Slonimsky, returning director, in accordance with directors’ compensation policy.

12. Grant of 6,000 warrants to Mr. Hubert de Pesquidoux, current director, in accordance with directors’ compensation policy.

13. Grant of 6,000 warrants to Mr. Dominque Pitteloud, current director, in accordance with directors’ compensation policy.

14. Grant of 25,000 warrants to Mr. Gilles Delfassy, new director, in accordance with directors’ compensation policy.

15. Authorization to the Board of Directors for the grant of stock options to employees.

16. Authorization to the Board of Directors for the grant of restricted free shares to employees.

17. Authorization to the Board of Directors for the grant of warrants to non-employees.

18. Establishment of overall limit to the number of stock options, restricted free shares and warrants which may be granted under the preceding three authorizations.

19. Delegation of powers to the Board of Directors to effect an increase of nominal capital of up to 200,000 Euros by issuance of shares or other equity-based instruments.

20. Board of Directors to effect an increase in capital reserved for employees, as required by French law when any other capital increase is proposed for shareholder approval. The Board of Directors is not in favor of this resolution.

21. Delegation of powers for legal and administrative formalities required by law to formalize the results of this Annual Shareholders’ Meeting.

q FOLD AND DETACH HERE q

Sequans Communications

Instructions to The Bank of New York Mellon, as Depositary

(Must be received prior to 5:00 pm Eastern Time on June 18, 2012)

The undersigned registered holder of Depositary Shares hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote or cause to be voted the number of Deposited Securities underlying the Depositary Shares evidenced by Receipts registered in the name of the undersigned on the books of the Depositary as of the close of business on May 17, 2012 at the Ordinary General Meeting and Extraordinary Meeting of Shareholders to be held on June 26, 2012, and any adjournments thereafter, in respect to the resolutions specified on the reverse side.

Instructions as to voting on the specified resolutions should be indicated by an “X” in the appropriate box. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities other than in accordance with instructions received by the holder of Depositary Shares.


		Address Change/Comments (Mark the corresponding box on the reverse side)

						THE BANK OF NEW YORK MELLON PO BOX 3549 S HACKENSACK NJ 07606-9249

(Continued and to be marked, dated and signed, on the other side)

WO# 25716