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• | attending in person, |
• | voting by mail, or |
• | being represented by proxy. |
1. | renewal of the term of office of Mr. Jean-Baptiste Rudelle as Director, |
2. | renewal of the term of office of Mr. James Warner as Director, |
3. | ratification of the provisional appointment of Ms. Sharon Fox Spielman as Director, |
4. | renewal of the term of office of Ms. Sharon Fox Spielman as Director, |
5. | appointment of Mr. Eric Eichmann as Director, |
6. | renewal of the term of office of Mr. Dominique Vidal, subject to the approval of Resolution 37, |
7. | determination of the amount of directors’ attendance fees, |
8. | non-binding advisory vote to approve the compensation for the named executive officers of the Company, |
9. | non-binding advisory vote to hold a non-binding advisory vote on the compensation for the named executive officers of the Company every year, |
10. | non-binding advisory vote to hold a non-binding advisory vote on the compensation for the named executive officers of the Company every two years, |
11. | non-binding advisory vote to hold a non-binding advisory vote on the compensation for the named executive officers of the Company every three years, |
12. | approval of the statutory financial statements for the fiscal year ended December 31, 2015, |
13. | approval of the consolidated financial statements for the fiscal year ended December 31, 2015, |
14. | discharge (quitus) of the members of the board of directors and the Statutory Auditors for the performance of their duties for the fiscal year ended December 31, 2015, |
15. | allocation of profits for the fiscal year ended December 31, 2015, |
16. | approval of the agreement relating to the provision of premises and means entered into with The Galion Project (agreement referred to in Article L.225-38 of the French Commercial Code), |
17. | ratification of the partnership entered into with The Galion Project (agreement referred to in Article L.225-38 of the French Commercial Code), |
18. | ratification of the partnership entered into with France Digitale (agreement referred to in Article L.225-38 of the French Commercial Code), |
19. | delegation of authority to the Board of Directors to execute a buyback of Company stock in accordance with Article L. 225-209-2 of the French Commercial Code, |
20. | approval of the 2016 Stock Option Plan adopted by the Company’s Board of Directors, |
21. | approval of the modification to the fungible share ratio in the 2015 Time-Based Free Share /RSU Plan as amended by the Company’s Board of Directors, |
22. | approval of the modification to the fungible share ratio in the 2015 Performance-Based Free Share /RSU Plan as amended by the Company’s Board of Directors, |
23. | authorization to be given to the Board of Directors to grant OSAs (options to subscribe to new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code, subject to the approval of Resolution 20, |
24. | authorization to be given to the Board of Directors to grant time-based free shares/restricted stock units to employees pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, |
25. | authorization to be given to the Board of Directors to grant performance-based free shares/ restricted stock units to executives and certain employees, from time to time, pursuant to the provisions of Articles L.225-197-1 et seq. of the French Commercial Code, |
26. | delegation of authority to the Board of Directors to issue and grant warrants (bons de souscription d’actions) for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights, |
27. | determination of the overall limits on the amount of ordinary shares to be issued pursuant to Resolutions 23 to 26, |
28. | delegation of authority to the Board of Directors to reduce the Company’s share capital by cancelling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L.225-209-2 of the French Commercial Code, |
29. | delegation of authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria, without shareholders’ preferential subscription rights, |
30. | delegation of authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, through a public offering, without shareholders’ preferential subscription rights, |
31. | delegation of authority to be granted to the Board of Directors in order to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, in the context of a private placement, without shareholders’ preferential subscription rights, |
32. | delegation of authority to be granted to the Board of Directors in order to increase the Company’s share capital by issuing ordinary shares, or any securities granting access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights, |
33. | delegation of authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase pursuant to the delegations in Resolutions 29 to 32, with or without shareholders’ preferential subscription rights, |
34. | determination of the overall financial limits applicable to the issuances to be completed pursuant to the delegations in Resolutions 29 to 33 and 35, |
35. | delegation of authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), |
36. | amendment to the quorum requirements for ordinary and extraordinary meetings of the Company’s shareholders, and the approval of the corresponding amendment to Article 19 of the Company’s By-laws, |
37. | reduction of the duration of the term of office of the directors and observers from 3 to 2 years and the approval of the corresponding amendment of the Company’s By-laws. |