Full Press Release Details
Explanatory Note: The board of directors recommended a vote in favor of all resolutions with the exception
of the Twenty-Ninth Resolution.
RESOLUTIONS WITHIN THE COMPETENCE OF THE ORDINARY SHAREHOLDERS MEETING
Approval of the financial statements for the financial year ended December 31, 2016
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors management report for the financial year ended December 31, 2016, and the statutory auditors report on
the performance of their assignment during that financial year,
hereby approves the annual financial statements for the financial year ended
December 31, 2016, which show a net income of 5,799,641, as well as the transactions reflected in these financial statements and summarized in these reports,
hereby acknowledges that no expenses and no charges as referred to in article 39-4 of the French general
tax code or surplus depreciation were incurred.
Approval of the consolidated financial statements for the financial year ended December 31, 2016
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the group s management report and the statutory auditors report on the consolidated financial statements for the financial year
ended December 31, 2016,
hereby approves the consolidated financial statements for the financial year ended December 31, 2016 as
presented to it, as well as the transactions reflected in these financial statements and summarized in these reports.
Allocation of income for the financial year ended December 31, 2016
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors management report,
acknowledges that the income for the financial year ended December 31, 2016 amounts to 5,799,641,
hereby resolves to allocate the aforementioned income to the retained earnings debit account that shall thereafter show an amount of
In accordance with article 243 bis of the French general tax code, it is recalled that no dividend has been distributed over the
past three financial years.
Approval of the agreements referred to in articles L. 225-38 and following of the French commercial code
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the statutory auditors special report on the agreements referred to in articles L. 225-38 and
following of the French commercial code,
hereby approves the terms of this report and the agreements mentioned therein.
Each of the agreements, subject to a separate vote in which interested shareholders did not take part, shall be approved or, where necessary, ratified.
Renewal of the term of office of director of Mr Laurent Arthaud, independent director according to the rules of SEC and Nasdaq Stock Market
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mr. Laurent Arthaud s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mr. Laurent Arthaud for a three-year (3) term expiring
at the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2019.
Mr. Laurent Arthaud has already accepted his reappointment.
Renewal of the term of office of director of Mrs Annick Schwebig, independent director according to the rules of SEC and Nasdaq Stock Market,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mrs Annick Schwebig s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mrs Annick Schwebig for a three-year (3) term expiring at the
close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2019.
Mrs Annick Schwebig has already accepted his reappointment.
Renewal of the term of office of director of Mr. Pierre Bastid independent director according to the rules of SEC and Nasdaq Stock Market,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
acknowledges that Mr. Pierre Bastid s term of office as a member of the board of directors shall expire at the close of this meeting,
hereby resolves to renew the term of office as a member of the board of directors of Mr. Pierre Bastid for a three-year (3) term expiring at
the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2019.
Mr. Pierre Bastid has already accepted his reappointment.
Appointment of a new director (Mr Rainer Boehm), independent director according to the rules of SEC and Nasdaq Stock Market,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
resolves to appoint as a member of the board of directors Mr. Rainer Boehm for a three-year (3) term expiring at the close of the annual ordinary shareholders meeting called to vote on the financial statements for the financial
year ending December 31, 2019.
Mr. Rainer Boehm has already indicated that he accepts the appointment of director and declared that he does not
practice in France, in other companies, a mandate that could prohibit him from accepting the said functions.
Appointment of a new director (Mr Herv Hoppenot), independent director according to the rules
of SEC and Nasdaq Stock Market,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary
shareholders meetings,
having reviewed the board of directors report,
hereby resolves to appoint as a member of the board of directors Mr. Herv Hoppenot for a three-year (3) term expiring at the close of
the annual ordinary shareholders meeting called to vote on the financial statements for the financial year ending December 31, 2019.
Mr. Herv Hoppenot has already indicated that he accepts the appointment of director and declared that he does not practice in France, in other
companies, a mandate that could prohibit him from accepting the said functions.
Approval of 2016 Stock Option Plan and payment for the stock options or stock purchase plan adopted by the Board of Directors on October 28, 2016
The shareholders meeting, acting with the quorum and the majority required to ordinary shareholders meeting,
having reviewed the board of directors report and acting in accordance with the US Internal Revenue Code regarding the allocation of incentive stock
options to beneficiaries who are U.S. tax residents, as provided for by the 2016 Stock Option Plan adopted by the board of directors on October 28, 2016,
hereby approves the 2016 Stock Option Plan and the payment for the stock options granted thereunder, which were adopted by the Board of Directors at
its meeting on October 28, 2016.
Authorization to be given to the board of directors to buy back Company shares,
The shareholders meeting, deliberating under the quorum and majority conditions required for ordinary shareholders meetings,
having reviewed the board of directors report,
accordance with the provisions of articles L. 225-209 and following of the French commercial code,
authorizes the board of directors to acquire Company shares, in accordance with the terms and conditions set out in articles L. 225-209 and following of the French commercial code,
hereby resolves that the acquisition, disposal or transfer of these shares may be carried out by any means, on one or more occasions, in particular in
the market or over the counter, including by acquisition or disposal of blocks of shares, public offerings, through the use of derivatives or option-based instruments, in accordance with the terms and conditions stipulated by the market authorities
and in compliance with the applicable regulation,
hereby resolves that the authorization may be used for the purpose of:
hereby resolves to set the maximum unit price per share (excluding fees and commissions) at
50, with an overall ceiling of 15,000,000, it being specified that this purchase price shall be subject, where applicable, to the adjustments necessary in order to take into account share capital operations (in particular,
the incorporation of reserves, the granting of free shares and the stock split or reverse stock split of shares) that might occur during this authorization s validity period,
hereby notes that the maximum number of shares that might be purchased pursuant to this resolution may not at any time exceed 10% of the total number
of shares, it being specified that (i) when the shares are acquired for the purpose of promoting the liquidity of the Company s shares, the number of shares taken into account when calculating this limit shall correspond to the number of
shares purchased minus the number of shares resold during the period of the authorization and (ii) when they are acquired to be held and subsequently tendered in payment or in exchange as part of a merger,
spin-off or asset contribution, the number of shares acquired may not exceed 5% of the total number of shares,
hereby confers all powers on the board of directors, with the ability to further delegate as provided for by law, to implement this authorization, to
place any stock market orders, conclude any agreements in accordance with the law, to carry out any formalities, measures and declarations to the French financial market authority (Autorit des March s Financiers) and any other
competent authorities and to do whatever is generally necessary.
This authorization is granted for a period of eighteen (18) months from the date of
this meeting and terminates any previous authorization having the same purpose.
RESOLUTIONS WITHIN THE COMPETENCE OF THE EXTRAORDINARY
Authorization to be given to the board of directors for the purpose of reducing the share capital through the cancellation of shares in the context of the
authorization to buy back its own shares,
The shareholders meeting, deliberating under the quorum and majority conditions required for
extraordinary shareholders meetings,
having reviewed the board of directors report and the statutory auditors special report,