CHARGEURS Translation for information purposes only
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French Société Anonyme with a Board of Directors Share capital: €3,674,583.04
Head office: 112, avenue Kléber - 75116 Paris - France Registered in Paris under no. 390 474 898
The shareholders of Chargeurs ("the Company") are invited to attend the Ordinary and Extraordinary General Meeting to be held on Monday, March 14, 2016 at 5:00 p.m. CET at Centre d'Affaires Paris Trocadéro - 112 avenue Kléber - 75116 Paris. The meeting's agenda is set out below:
Amendment of Article 21 of the Bylaws to give the Board of Directors the power to issue bonds of the Company.
Elimination of the requirement in the Bylaws for voting and non-voting directors to hold Chargeurs shares - Deletion of Article 11 and the ninth paragraph of Article 16 of the Bylaws.
Amendment of Article 13 of the Bylaws concerning decisions of the Board of Directors.
Amendment of Article 20 of the Bylaws to allow the use of a simplified electronic signature system.
Delegation of authority to the Board of Directors to (i) issue, with preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares, and/or (ii) issue shares to be paid up by capitalizing reserves, profits, additional paid-in capital or other capitalizable items.
Delegation of authority to the Board of Directors to issue, without preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares, to be offered to the public.
Delegation of authority to the Board of Directors to issue, without preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares, through a private placement governed by Article L.411-2 II of the Monetary and Financial Code.
Authorization for the Board of Directors to increase the number of securities with direct or indirect rights to shares offered in any issue with or without preferential subscription rights.
For issues without preferential subscription rights carried out pursuant to the sixth or seventh resolution, authorization for the Board of Directors to set the issue price of the securities, subject to compliance with the terms of the related resolution and provided that the issue would not result in the Company's capital being increased by more than 10%.
Delegation of authority to the Board of Directors to issue, without preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares in payment for shares tendered to a public exchange offer launched by the Company for the shares of another company.
Delegation of authority to the Board of Directors to issue, without preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares in payment for other companies' shares or securities with rights to shares contributed to the Company.
Delegation of authority to the Board of Directors to carry out one or several employee rights issues, without preferential subscription rights for existing shareholders.
Blanket ceiling on share issues carried out pursuant to the fifth to twelfth resolutions of the Meeting.
Authorization for the Board of Directors to reduce the capital by a maximum of 10% by canceling shares acquired under the buyback program.
Ordinary businessAuthorization for the Board of Directors to trade in Chargeurs shares. 16- Ratification of the appointment of a director.
17- Ratification of the appointment of a director. 18- Ratification of the appointment of a director. 19- Powers to carry out formalities.
(Amendment of Article 21 of the Bylaws to give the Board of Directors the power to decide the issuance of bonds by the Company)
The General Meeting, voting in accordance with the quorum and majority vote rules applicable to extraordinary meetings, having reviewed the Board of Directors' report, resolves to give the Board of Directors the power to decide the issuance of bonds by the Company and accordingly to amend the Company's Bylaws by deleting the second bullet point of the second paragraph of Article 21 "Annual General Meetings". The amended paragraph will read as follows:
"ARTICLE 21
ANNUAL GENERAL MEETINGS
[…]
The annual general meeting may also, like any other ordinary general meeting called during the year:
ratify any decision by the Board of Directors to transfer the Company's head office, made pursuant to the stipulations of the second-to-last paragraph of Article 3 of the Bylaws, and
more generally, decide or approve all matters submitted to shareholders by the Board of Directors that are not subject to the quorum and majority vote rules applicable to extraordinary general meetings.
[…]"
Second resolution(Elimination of the requirement in the Bylaws for voting and non-voting directors to hold Chargeurs shares - Deletion of Article 11 and the ninth paragraph of Article 16 of the Bylaws)
The General Meeting, voting in accordance with the quorum and majority vote rules applicable to extraordinary meetings, having reviewed the Board of Directors' report, resolves to:
Amend the Company's Bylaws by deleting Article 11 "Directors' qualifying shares" and the ninth paragraph of Article 16 "Non-voting directors".
Adjust the numbering of the Company's Bylaws to take account of these deletions.
(Amendment of Article 13 of the Bylaws concerning decisions of the Board of Directors)
The General Meeting, voting in accordance with the quorum and majority vote rules applicable to extraordinary meetings, having reviewed the Board of Directors' report, resolves to amend the second and fourth sections of Article 13 of the Company's Bylaws to allow directors to give a proxy to their fellow directors by e-mail and to participate in Board meetings via a telecommunications system. The amended article will read as follows:
"ARTICLE 13
DECISIONS OF THE BOARD
[…]
II. Any director may give proxy to a fellow director to represent him or her at Board meetings and to vote on his or her behalf on one, several or all of the decisions discussed during the meeting. Said proxy may be given by letter or by e-mail. No director may hold more than one proxy.
[…]
IV. For decisions of the Board to be enforceable, at least half of the serving directors must be present. Decisions are adopted by a majority of votes cast by the directors present or represented by proxy.
Subject to compliance with the applicable laws and regulations, the Board of Directors' internal rules may stipulate that, for quorum and majority vote calculations, directors who participate in the meeting via a telecommunications system that meets the technical specifications set out in the applicable laws or regulations are considered as being present at the meeting.
However, this stipulation is not applicable for decisions governed by Articles L. 225-47, L. 225-53, L. 225-55,
L. 232-1 and L. 233-16 of the Commercial Code.
In the case of a split decision, the chairman of the meeting has a casting vote. If the directors cannot agree on the choice of person to chair a meeting in the absence of the Chairman of the Board and the Chief Executive Officer if he or she is a director, the meeting will be chaired by the oldest candidate."
(Amendment of Article 20 of the Bylaws to allow the use of a simplified electronic signature system)
The General Meeting, voting in accordance with the quorum and majority vote rules applicable to extraordinary meetings, having reviewed the Board of Directors' report, resolves to allow the use of a simplified electronic signature system by amending the final paragraph of Article 20 of the Company's Bylaws to read as follows:
"ARTICLE 20
OFFICERS OF THE MEETING - ATTENDANCE REGISTER - VOTES
[…]
If decided by the Board of Directors when the meeting is called, shareholders may participate and vote at general meetings by videoconference or any other electronic telecommunications system subject to compliance with the relevant provisions of the applicable laws and regulations. If an electronic voting form is used, it may be signed by the shareholder using secure electronic signature software or a process that reliably identifies the shareholder and securely links the shareholder to the form, for example by requiring a username and password to be entered. If such a decision is made, it will be announced in the advance notice of meeting published in the Bulletin des Annonces légales obligatoires (BALO)."
(Delegation of authority to the Board of Directors to (i) issue, with preferential subscription rights for existing shareholders, Chargeurs ordinary shares and/or securities with direct or indirect rights to shares, and/or (ii) issue shares to be paid up by capitalizing reserves, profits, additional paid-in capital or other capitalizable items)
The General Meeting, voting in accordance with the quorum and majority vote rules applicable to extraordinary meetings, having reviewed the Board of Directors' report and the Auditors' special report, resolves, in accordance with the Commercial Code, particularly Articles L.225-127 to L.225-129, L.225-129-2, L.225-129- 4, L.225-130, L.225-132 to L.225-134 and L.228-91 to L.228-94:
To delegate to the Board of Directors the authority to carry out the securities issues described below, at its sole discretion and on one or several occasions. The Board shall have full discretionary powers to decide the amounts of said issues and their timing, which may include the period when a takeover bid for the Company is in progress.
Issuance, in France and/or abroad, with preferential subscription rights for existing shareholders, of:
Chargeurs shares, and/or
equity instruments convertible, redeemable, exchangeable or otherwise exercisable, immediately or at a future date, for existing or new Chargeurs shares and/or with rights to Chargeurs debt securities, and/or
any compound or other securities convertible, redeemable, exchangeable or otherwise exercisable, immediately or at a future date, for new Chargeurs shares, including securities that also have rights to existing shares and/or to debt securities payable in both cases either in cash or by capitalizing debt, and/or
Issuance of Chargeurs bonus shares or increase in the shares' par value, paid up by capitalizing profits, reserves, additional paid-in capital or any other capitalizable items.
That this delegation of authority may not be used to issue preference shares or securities convertible, redeemable, exchangeable or otherwise exercisable, immediately or at a future date, for preference shares.
That securities issued pursuant to paragraph 1 (a) of this delegation of authority may consist of debt securities governed by or excluded from the scope of application of Articles L.228-91 et seq. of the Commercial Code, or of warrants, or be attached to said securities or allow their issue as intermediate securities. They may represent senior or junior debt, have a fixed term or no fixed maturity, and be denominated in euros, in foreign currency or in any monetary unit determined by reference to a basket of currencies.
That the aggregate par value of the Chargeurs shares issued immediately or at a future date as a result of the Board's use of this delegation of authority may not exceed nine hundred thousand euros (€900,000), and that:
This amount will be deducted from the blanket ceiling set in the thirteenth resolution, subject to said thirteenth resolution being adopted by this Meeting.
This ceiling does not include the par value of any shares to be issued to protect the rights of holders of rights to Chargeurs shares (in accordance with the relevant laws and regulations and any contractual stipulations requiring such adjustments to be made in other cases).
That the aggregate face value of debt securities issued pursuant to this delegation of authority may not exceed one hundred million euros (€100,000,000) or the equivalent in any other currency or monetary unit as determined based on the exchange rate on the date the issue is decided, and that:
(a) The above amount represents the blanket ceiling for all debt securities issues carried out pursuant to this delegation of authority and the delegations and authorizations given in the sixth, seventh, eighth, tenth and
Chargeurs SA issued this content on 05 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 05 February 2016 07:22:11 UTC
Original Document: http://www.chargeurs.fr/sites/default/files/2016.02.05_-_balo_notice_of_meeting_-_agm_march_2016.pdf
