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KLÉPIERRE – NOTICE OF MEETING – GENERAL MEETING OF APRIL 19, 2016
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Presentation of resolutions
of shares taken into account in the calculation of the 10% limit provided
above corresponds to the number of shares purchased, after deduction of
the number of shares re-sold during the period of the authority;
●
the number of shares that the Company will own at any time whatever
does not exceed 10% of the shares comprising the Company’s capital on
the date in question.
Purchases, sales or transfers of shares may be carried out at any time, on one
or more occasions, within the limits authorized by the legal and regulatory
provisions in force and those provided by this resolution (except in periods of
public tender offers) for theCompany’s shares and by anymeans, on regulated
markets, multilateral trading systems, using systematic internalizers or over-
the-counter, including by the purchase or sale of blocks of shares (without
limitation on the proportion of the buyback program that can be carried out
in this way), by public tender or exchange offers, by the use of options or other
financial futures, or by the delivery of shares following the issue of negotiable
securities giving access to the Company’s capital by conversion, exchange,
repayment, exercise of a warrant or in any other way, whether directly or
indirectly through an investment services provider.
The maximum purchase price of the shares in the context of this resolution
will be 55 euros per share (or the exchange value of that amount in any other
currency on the same date), excluding purchase expenses, this maximum
price only applying to purchases decided upon after the date of this meeting
and not to future transactions concluded pursuant to an authority given by a
previous general meeting of shareholders providing for purchases of shares
after the date of this meeting. In the event of a transaction on the capital,
including a share split or consolidation or the allotment of bonus shares, or
a transaction on shareholders’ equity, the amount mentioned above will be
adjusted to take into account the impact of the value of these transactions on
the value of the share.
The global amount allocated to the share buyback program authorized above
may not exceed 1,728,958,330 euros.
The general meeting of shareholders confers all necessary powers on the
Executive Board, which may sub-delegate, to implement this authorization,
conduct these transactions, establish the terms and conditions thereof, enter
into any agreements and complete any formalities.
With effect from today’s date, this authorization supersedes any unused part
of the authority delegated by the Thirteenth Resolution of the Company’s
general meeting of shareholders on April 14, 2015. It is given for a period of
eighteen months with effect from today’s date.
Extraordinary generalmeeting
Delegation of authority to reduce share capital by canceling treasury shares
Explanation
The purpose of this resolution is to authorize theExecutiveBoard, with the power to sub-delegate, as permittedunder the conditions laiddown
by law, to reduce the share capital on one or more occasions through the cancellation of any amount of treasury shares to the extent permitted
by law.
The cancellation of the Company’s treasury shares may be in response to various financial objectives, such as, for example, active capital
management, balance sheet optimization, or an offsetting of a dilution resulting froma capital increase.
The number of the Company’s shares thatmay canceledwould be subject to the following caps: on the date of each cancellation, themaximum
number of shares canceled by the Company during the twenty-four-month period preceding that cancellation, including the shares canceled
on that occasion, may not exceed ten percent (10%) of the shares comprising the Company’s capital on that date.
This authorization is sought for a period of twenty-six months and would supersede the authorization granted at the 2015 general meeting.
During 2015, there were no capital reductions.
Resolution 17
SEVENTEENTHRESOLUTION
Delegation of authority to the Executive Board, for a
period of 26 months, to reduce the authorized share
capital by the cancellation of treasury shares
Pursuant to the quorum and majority requirements applicable to
extraordinary general meetings of shareholders, and having considered the
report of the Executive Board and the special report of the Statutory Auditors,
the general meeting of shareholders authorizes the Executive Board to reduce
the authorized share capital, on one or more occasions, in such proportions
and at such times as it shall decide, by the cancellation of any quantity of
treasury shares that it shall decide within the limits authorized by law, in
accordance with the provisions of Articles L. 225-209 and following of the
French Commercial Code and L. 225-213 of that Code.
On the date of each cancellation, the maximum number of shares canceled
by the Company during the twenty-four-month period preceding that
cancellation, including the shares canceled on that occasion, may not exceed
ten percent (10%) of the shares comprising the Company’s capital on that
date, namely, for information purposes, as at December 31, 2015, a ceiling of
31,435,606 shares.
The general meeting of shareholders confers all necessary powers on the
ExecutiveBoard,whichmaysub-delegatethemundertheconditionsprovided
by law and by the Company’s bylaws, to charge the difference between the
book value of the shares canceled and their nominal value to any reserve
or premium accounts, to settle the terms and conditions of cancellation of
the shares, to complete any capital cancellation and reduction operation or
operations that might be carried out pursuant to this authority, to make the
consequential amendments to the bylaws, to make any declarations to the
Autorité des Marchés Financiers
, and to complete any formalities.
With effect from today’s date, this authorization supersedes any unused part
of the authority delegated by the Fourteenth Resolution of the Company’s
general meeting of shareholders of April 14, 2015. It is given for a period of
26 months with effect from today’s date.