Worldline - Registration Document 2016

237 / 354

21
Additional Information
Share Capital and other information subject to shareholder’s approval
237 Worldline 2016 Registration Document
subject to shareholders’ approval
Share caplital authorized but not issued and other information 21.1.2
Authorizations granted by the Shareholders Meeting of May 24, 2017 21.1.2.1
the Company’s Ordinary and Extraordinary General Meeting of Shareholders to held on May 24, 2017.
The table below presents the financial authorizations to be granted to the Board of Directors which will be submitted to the voting of
Authorization of Authorization
Duration
Maximum Amount
To enter into transactions involving the Company’s
shares
18 months € 200 million
Share capital increase by capitalization of share
capitalized
premiums, reserves, profits or other items that may be
26 months
€ 500 million1
Maximum amount of share capital increase:
rights
Share capital increase with preferential subscription 26 months
share capital1
Maximum amount of share capital increase: 50% of the
Maximum amount of debt instruments: € 1 billion
Share capital increase without preferential subscription
rights
26 months Maximum amount of share capital increase: 45% of the
share capital1
Maximum amount of debt instruments: € 1 billion
placements to qualified investors)
Share capital increase without preferential subscription
the French Monetary and Financial Code (i.e., private
rights by an offer made pursuant to article L. 411-2 of
26 months Maximum amount of share capital increase: 30% of the
share capital1 2
Maximum amount of debt instruments: € 600 million
in kind
Share capital increase in consideration for contributions 26 months 10% of the Company’s share capital1 2
without preferential subscription rights
Increase of the number of shares to be issued with or 26 months
initial share capital increase)1 2
of the date of this Registration Document, 15% of the
Maximum percentage under applicable French law (as
rights
share savings plan without preferential subscription
Share capital increase in connection with an employee 26 months 2.5% of the Company’s share capital1
Free share plans 38 months 0.5% of the Company’s share capital1
Decrease in share capital by cancellation of shares 18 months 10% of the Company’s share capital for any 24-month
period
fixed at 80% of the share capital in connection with a capital increase, whether immediate or deferred.
The total maximum nominal amount for the capital increases that may be effected under this authorization is to be deducted from the overall limit 1
fixed at € 40 million in connection with a capital increase, whether immediate or deferred.
The total maximum nominal amount for the capital increases that may be effected under this authorization is to be deducted from the overall limit 2
(official legal gazette for listed companies) in a notice of meeting
published in the “Bulletin des Annonces Légales Obligatoires”
General Meeting which will be held on May 24, 2017. These
which will be followed by a convening notice to the Annual
as required by applicable laws and regulations.
notices will be posted on the Group website (“Investors” section)
Resolutions submitted to the shareholders’ vote will be