Vilmorin & Cie - Annual report 2017-2018

7 ANNUAL REPORT Vilmorin & Cie 241 2017-2018 7.2. Draft resolutions of an ordinary nature Seventh resolution Authorization given to the Board of Directors to allow the Company to buy back treasury shares within the framework of article L.225-209 of the French Commercial Code After acknowledging the report of the Board of Directors, the AGM gives authorization to the Board of Directors, with the faculty of sub- delegation, in compliance with the provisions of article L.225- 209 et seq. of the French Commercial Code, of Title IV, Book II of the General Regulation of the Autorité des marchés financiers (authority governing French markets) and the European Regulation No. 596/2014 of April 16, 2014, complemented by delegated regulation (EU) of the commission of March 8, 2016, to purchase or delegate the purchase of the company’s shares with the aim of: ensuring liquidity and managing the market for shares through a fully independent investment service provider, with whom a liquidity contract has been signed in compliance with the Charter of Ethics of the AMAFI, recognized by the Autorité des Marchés Financiers, handing over shares when rights are exercised with regard to securities that provide access by whatever means, immediately or when due, to company shares, following any other practice that is authorized or recognized by law or by the Autorité des Marchés Financiers or any other objective compliant with regulations in force. The AGM fixes the maximum purchasing price at 100 euros per share, and fixes the maximum number of shares liable to be purchased at one million shares, representing a maximum potential sum of 100 million euros, on condition legal limits are also respected. Shares may be acquired, sold or transferred at any moment, except during periods of public issue of the company’s capital stock, and by any means, on the regulated market, outside the market, by multilateral trading facilities, by private agreement, including through blocks of securities or bids, optional mechanisms, derivatives, call options or securities, respecting applicable regulatory conditions. This authorization is granted for a period of 18 months commencing as of the date of this AGM, replacing the authorization granted by the AGM of December 8, 2017 regarding the unused proportion on this date. The AGM grants full powers to the Board of Directors, with the faculty to delegate, to apply the present authorization, place an order on the stock market, sign any agreements, carry out any formalities and declarations with any organizations, and in more general terms, to do all that is required to implement the decisions it has taken with regard to the present authorization. In compliance with applicable regulations, the Board of Directors shall inform the AGM of any operations carried out. Eighth resolution Issue of bonds and other assimilated debt securities After acknowledging the report of the Board of Directors, the AGM delegates full authority to the Board of Directors to take decisions to proceed in one or several operations, at its own discretion, whether in France or another country and/or on international markets, in euros or any other currency or unit of account fixed in reference to several currencies, with the issue of bonds or other assimilated debt securities, with or without a public issue, up to the nominal value of 600 million euros or the equivalent of this sum if issued in a foreign currency, or in a unit of account fixed in reference to several currencies, subject to the overall limit fixed in the sixteenth resolution. The Board of Directors may decide that the bonds, or other debt securities, will be of the perpetual floating or limited floating rate type, either for the stock and/or the interest accrued for these securities. Full authority is granted to the Board of Directors to proceed with these issues in the limits fixed above, in compliance with legal provisions and with the by-laws, and in particular to: determine the period or periods of issue,
 determine the issue currency and the nominal value of the loan, within the limits authorized above, fix the terms and conditions of the bonds and/or debt securities to issue, and in particular their nominal value, their issue price, their fixed and/or variable rates of interest, and the payment dates, their fixed or variable redemption price, with or without premium,
 fix, according to market conditions, the duration and conditions of amortization for the loan,
 more generally sign any contract documents or agreements with any banks or institutes, make any provisions and fulfill any formalities concerning the issue, the quotation and the financial management of the aforementioned bonds and/or aforementioned debt securities, and constitute the body of bondholders in compliance with legal provisions, and in a general manner, do all that is required. The Board of Directors will also have full powers to decide, where necessary, to attach a guarantee to the securities issued and, if this is the case, to define and grant this guarantee, and take any measures for this purpose. Within the framework of this resolution, the Board of Directors may, in application of article L.228-40 of the French Commercial Code, delegate to its CEO, or with his agreement, to one or several Delegate CEOs, or to one of its members, the powers that it has received for the purpose of the present authorization. The present authorization is given for a maximum duration of eighteen (18) months. It supersedes the authorization previously granted by the AGM of December 8, 2017. JOINT ANNUAL GENERAL MEETING of December 7, 2018