| 2017-10-16 |
股东大会：
将于2017-10-31召开股东大会
会议内容 ▼▲
- ordinary：
1.Report of the Board of Directors and auditors’ reports, and approval of the statutory accounts of the company for fiscal year 2016;
2.Allocation of earnings;
3.Approval of the consolidated financial statements for fiscal year 2016;
4.Renewal of the term of Mr. Loren Carroll as Director;
5.Renewal of the term of Mr. Michael Daly as Director;
6.Allocation of Directors’ fees for fiscal year 2017;
7.Approval of the related-party agreements in relation with the compensation of the Senior Executive Officers (“mandataires sociaux”), falling within the scope of section L. 225-38 of the French Commercial Code;
8.Approval of the other related-party agreements falling within the scope of section L. 225-38 of the French Commercial Code;
9.Approval of the related-party agreement falling within the scope of section L. 225-42-1 of the French Commercial Code, between the Company and Mr. Jean-Georges Malcor related to the contractual termination indemnity of Mr. Jean-Georges Malcor, Chief Executive Officer (Directeur général);
10.Approval, pursuant to section L. 225-42-1 of the French Commercial Code, of the renewal of the contractual termination indemnity of Mr. Jean-Georges Malcor, Chief Executive Officer (Directeur général);
11.Approval, pursuant to section L. 225-42-1 of the French Commercial Code, of the pension obligations with performance conditions of Mr. Jean-Georges Malcor, Chief Executive Officer (Directeur général);
12.Approval of the principles and criteria applied in the determination, repartition and allocation of fixed, variable and exception items of the total compensation and benefits of all kinds attributable to the Chairman of the Board of Directors as a result of his term of office;
13.Approval of the principles and criteria applied in the determination, repartition and allocation of fixed, variable and exception items of the total compensation and benefits of all kinds attributable to the Chief Executive Officer (Directeur général) as a result of his term of office;
14.Advisory vote on the elements of compensation due or granted for the 2016 financial year to Mr. Remi Dorval, Chairman of the Board of Directors;
15.Advisory vote on the elements of compensation due or granted for the 2016 financial year to Mr. Jean-Georges Malcor, Chief Executive Officer;
16.Advisory vote on the elements of compensation due or granted for the 2016 financial year to Messrs. Stéphane-Paul Frydman and Pascal Rouiller, and Ms. Sophie Zurquiyah, Corporate Officers (Directeurs Généraux Délégués);
extraordinary：
17.Reports of the Board of Directors and statutory auditors’ reports;
18.Anticipated term of the delegations of authority to the Board of Directors by the combined general meeting dated May 27, 2016 pursuant to its fourteenth and fifteenth resolutions;
19.Share capital reduction not resulting from losses through diminution of the share par value;
20.Delegation of authority to the Board of Directors to issue and grant free warrants to the shareholders;
21.Delegation of authority to the Board of Directors to increase the share capital through the issuance of shares with warrants attached with shareholders’ preferential subscription right;
22.Delegation of authority to the Board of Directors to increase the share capital by issuing new shares, with removal of the shareholders’ preferential subscription right, in favor of holders of “OCEANE”, such holders forming a category of persons meeting specified characteristics;
23.Delegation of authority to the Board of Directors to issue new shares, with removal of the shareholders’ preferential subscription right, in favor of holders of senior notes, such holders forming a category of persons meeting specified characteristics;
24.Delegation of authority to the Board of Directors to issue new notes secured by second-ranking security interests (Second Lien Notes) and warrants, either freestanding or attached to said notes, with removal of the shareholders’ preferential subscription right, in favor of persons committed to subscribing for the Second Lien Notes, in accordance with the private placement agreement dated June 26, 2017, such persons forming a category of persons meeting specified characteristics;
25.Delegation of authority to the Board of Directors to issue and grant free warrants, with removal of the shareholders’ preferential subscription right, in favor of Alden Global Opportunities Fund L.P., Alden Global Value Recovery Fund LP, Randall D Smith Roth IRA, Trinity Investments Designated Activity Company, Lex Financial Investments (Luxembourg) S.à r.l., BG Long Term Value, BG Select Investments (Ireland) Limited, Lux Holdings 2017 S.à r.l., and TP Lux Holdco S.à r.l.;
26.Delegation of authority to the Board of Directors to issue and grant free warrants, with removal of the shareholders’ preferential subscription right, in favor of persons backstopping the subscription of the new notes secured with second-ranking security interests, such persons forming a category of persons meeting specified characteristics;
27.Delegation of authority to the Board of Directors to increase the share capital by issue of shares or securities giving access to the share capital of the Company, with removal of the shareholders’ preferential subscription right, to members of a Company Savings Plan;
28.Overall ceiling for the authorizations of issue;
29.Amendment of article 8 of the articles of association, relating to the employee representatives on the Board of Directors and technical modifications;
30.Amendment of article 4 of the articles of association, relating to the transfer of the registered office;
31.Powers;
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