Vilmorin & Cie - Annual report 2017-2018

7 ANNUAL REPORT Vilmorin & Cie 239 2017-2018 7.1. Agenda Draft resolutions of an extraordinary nature Thirteenth resolution Delegation of authority to issue, with pre-emptive subscription rights, ordinary shares and/or securities providing access, immediately or when due, to company shares or to shares in a company in which it directly or indirectly holds more than half the capital stock, or debt securities in particular such as bonds with an option of conversion and/or exchange for new or existing shares Fourteenth resolution Delegation of authority to issue, without pre-emptive subscription rights by public offer, of ordinary shares and/or securities providing access immediately or when due, to company shares or shares in a company in which it directly or indirectly holds more than half the capital stock, or debt securities in particular such as bonds with an option of conversion and/or exchange for new or existing shares Fifteenth resolution Delegation of authority to issue, without pre-emptive subscription rights, of ordinary shares and/or securities providing access immediately or when due, to company shares or shares in a company in which it directly or indirectly holds more than half the capital stock, by private placement under article L.411-2, II of the French Monetary and Financial Code Sixteenth resolution Global limit of the amount to be issued Seventeenth resolution Delegation of authority given to the Board of Directors to increase the capital stock by issuing ordinary shares and/or securities providing access to the capital stock, without pre-emptive rights, to participants in the company savings plan, pursuant to articles L.3332-18 et seq. of the French Labor Code Eighteenth resolution Increase of the capital stock through the incorporation of issue premiums, reserves, profits or any other items with a view to allocating free shares to shareholders Draft resolution of an ordinary nature Nineteenth resolution Delegation of powers to carry out corporate formalities JOINT ANNUAL GENERAL MEETING of December 7, 2018

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