Vilmorin & Cie - Annual report 2017-2018

ANNUAL REPORT Vilmorin & Cie 85 2017-2018 2 All provisions concerning notices to attend, and the holding of Shareholders’ General Meetings, are defined in Heading V of Vilmorin & Cie’s by-laws, with clauses concerning the attendance and representation of Shareholders appearing in articles 28 and 39. 2.6. Participation of the Shareholders in General Meetings 2.6. Participation of the Shareholders in General Meetings 2.7. Information liable to have an impact in the case of a takeover bid In compliance with the law, any information concerned by article L.225-100-3 of the French Commercial Code is provided as required in the report of the Board of Directors. This full report was discussed and approved by the Board of Directors at their meeting held on October 17, 2018. 2.7. Information liable to have an impact in the case of a takeover bid Appendix Summary table of the delegations of authority and powers granted by the Annual General Meeting of December 8, 2017 to the Board of Directors with regard to capital stock increases Object of the delegation Period of validity Maximum nominal amount Date and application by the Board of Directors Delegation of authority with a view to increasing the capital stock immediately or at due date through the issue of ordinary shares and/or securities providing access to the stock or debt securities, with preemptive rights maintained 24 months 300 million euros Not applied Delegation of authority with a view to increasing the capital stock immediately or at due date through the issue of ordinary shares and/or securities providing access to the stock or debt securities, with preemptive rights cancelled 24 months 200 million euros Not applied Delegation of authority with a view to increasing the capital stock immediately or at due date through the issue of ordinary shares and/or securities providing access to the capital stock by private placement as regulated by article L.411-2, II of the French Monetary and Financial Code 26 months 20% of the capital stock on the date of the decision by the Board of Directors Global ceiling for the authorizations above - 500 million euros Not applied Report on CORPORATE GOVERNANCE