Assystem - 2015 Registration Document

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INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL 7 INFORMATION ON THE SHARE CAPITAL
7.2.4 ADDITIONAL INFORMATION ON SHARE CAPITAL
Authorised share capital
The table below summarises the statement of current financial authorisations, as voted by the General Meeting of 22 May 2015 and their use during 2015.
Authorisation
Maximum amount of capital
increase/reduction Duration
GM at which the
Extraordinary
resolution
was approved Use in 2015
To reduce the Company’s capital through the cancellation
of shares purchased under share buyback programmes.
Cancellation capped at 10% of the
shares making up the Company’s
share capital at the transaction date
18 months
(up to
22/11/2016)
22/05/2015
(18th resolution) No
To increase the Company’s capital through the issuance
of shares and/or securities carrying rights to shares,
with pre-emptive subscription rights.
Maximum nominal amount of capital
increase(s): €10,000,000
26 months
(up to
22/07/2017)
22/05/2015
(19th resolution) No
To increase the Company’s capital through the issuance
of shares and/or securities carrying rights to shares,
without pre- emptive subscription rights
Maximum nominal amount of capital
increase(s): €7,000,000
26 months
(up to
22/07/2017)
22/05/2015
(20th resolution) No
To increase the Company’s capital through the issuance of
shares and/or securities carrying rights to shares, without
pre-emptive subscription rights, by way of a private
placement.
Maximum nominal amount of capital
increase(s): €2,000,000
26 months
(up to
22/07/2017)
22/05/2015
(21st resolution) No
To set the issue price for issues of shares and/or securities
carrying rights to shares carried out without pre-emptive
subscription rights, subject to a ceiling of 10% of the
Company’s capital as well as the ceilings provided for at
the GM.
10% of the Company’s share capital
per 12-month period, and subject to
the ceilings provided for at the GM
26 months
(up to
22/07/2017)
22/05/2015
(22nd resolution) No
To increase the amount of issues carried out with or
without pre-emptive subscription rights pursuant to the 19th
to 21st resolutions. Up to 15% of the original issue
26 months
(up to
22/07/2017)
22/05/2015
(23rd resolution) No
To set a blanket ceiling for the overall amount by which
the Company’s capital may be increased (pursuant to the
19th to 21st resolutions and the 23rd resolution).
€10,000,000 maximum nominal
amount for issues of shares and
€180,000,000 maximum nominal
amount for issues of debt securities
26 months
(up to
22/07/2017)
22/05/2015
(24th resolution) No
To increase the Company’s capital by capitalising share
premiums, reserves, profit or other eligible items.
Maximum nominal amount of capital
increase: €20,000,000
26 months
(up to
22/07/2017)
22/05/2015
(25th resolution) No
To award free shares (existing or newly-issued shares).
3% increase in the nominal amount
of the Company’s capital at the
award date
Including 1% of the nominal
amount for shares issued without
performance conditions to certain
employees (excluding executive
directors)
38 months
(up to
22/07/2018)
22/05/2015
(26th resolution)
Yes
Board of Directors meeting
29 April 2015:
2,500 free shares
awarded to an employee
vesting period:
29 April 2015- 29 April 2017
lock-up period:
29 April 2017- 29 April 2019
To issue BSAAR or BSA stock warrants (without pre-
emptive subscription rights) to employees and officers of
the Company and its subsidiaries.
€500,000, representing a maximum
total of 500,000 shares, i.e. 2.25%
of the Company’s capital
18 months
(up to
22/11/2016)
22/05/2015
(27th resolution) No
To issue stock options to employees and/or corporate
officers.
€664,600, representing a maximum
total of 664,660 shares,
i.e. 3% of the Company’s capital
Including 1% of the nominal amount
for shares issued without performance
conditions to certain employees
(excluding executive directors)
38 months
(up to
22/07/2018)
22/05/2015
(28th resolution) No
To set a blanket ceiling on the amount of the issues carried
out pursuant to the 26th, 27th and 28th resolutions. Ceiling: 1,829,320 shares
Same period
as that in the
resolution
concerned
22/05/2015
(29th resolution) No
To increase the Company’s capital through shares and/or
securities carrying rights to shares issued by the Company
to members of a Company or Group savings plan.
Maximum nominal amount
of 2% of the Company’s capital
at the issue date
26 months
(up to
22/07/2017)
22/05/2015
(30th resolution) No
To use shareholder authorisations in force to increase
the Company’s capital during a takeover bid for the
Company’s shares.
18 months
(up to
22/11/2016)
22/05/2015
(31st resolution) No
164 ASSYSTEM FINANCIAL REPORT 2015