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O p e n i n g r e m a r k s
François-Henri Pinault
2015 Annual General Meeting
Chairman & CEO
A g e n d a a n d R e g u l a t o r y I s s u e s
Eric Sandrin Group General Counsel
2015 Annual General Meeting
A g e n d a a n d R e g u l a t o r y I s s u e s
∞ Full-Year 2014 highlights and financial results analysis
∞ Strategy and Outlook
∞ Share price performance
∞ Corporate Governance
∞ Sustainability
∞ Conclusion
∞ Statutory Auditors’ reports
∞ Questions & Answers
∞ Resolutions and vote
Contents
Jean-François Palus Group Managing Director
F u l l - Ye a r 2 0 1 4 h i g h l i g h t s
2015 Annual General Meeting
Our multi-brand model – virtuous and distinctive
Group revenue dynamic (comparable growth, in %)
Group revenue breakdown (by region, and comparable growth in %)
Steady revenue growth quarter after quarter, higher comparable consolidated EBIT
Western
Europe
31% (+2%)
North America
21% (+6%) Japan
10% (+7%)
Asia Pacific
26% (+5%)
RoW
12% (+6%)
(*) Combined currency and hedging impact
FY 14:
+4.5% FY 13:
+4.0% 2014
€10bn 4.2% 4.1%
4.6%
4.9%
Q1 14 Q2 14 Q3 14 Q4 14
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
Distinctive positioning and complementary
stages of maturity offering multiple
opportunities
∞ Geographic expansion
∞ Development of new product categories
∞ Channels of distribution
Growth by segment (comparable revenue growth, in %)
6.4%
5.5%
3.8% 4.3%
-0.2%
1.1%
6.1% 6.4%
Q1 14 Q2 14 Q3 14 Q4 14
Luxury Sport & Lifestyle
Integrated, pragmatic, responsive operational model
∞ Increasingly relevant value proposition for our customers
∞ Ongoing adaptation of the structure and effectiveness of our collections
∞ Constant search for product categories whose potential remains underexploited
∞ An innovative model: Kering Eyewear
∞ Adapted expansion of our geographic footprint
∞ Priority given to directly operated stores
∞ Flexible, down-to-earth approach to Wholesale
∞ Focus on consolidating Group digital leadership
∞ Gradual expansion of shared services model
∞ Development of Supply Chain across all entities
∞ Broad-based project to modernize and optimize our information systems
Distribution
Creation and products
Operating processes
Th
ree
actio
n a
rea
s
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
Kering Eyewear, a strategic initiative
∞ A major market, with high-end segment experiencing double-digit growth
∞ A strategic aspirational category
∞ Revenue and distribution synergies:
Gradual but systematic implementation across our entire brand portfolio
Internalization of design, product development and marketing; complete oversight over
outsourced manufacturing
Optimized distribution
∞ Progressive ramp-up (2015-2016) and positive earnings contribution in 2017
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
Integrated, pragmatic, responsive operational model
∞ Increasingly relevant value proposition for our customers
∞ Ongoing adaptation of the structure and effectiveness of our collections
∞ Constant search for product categories whose potential remains underexploited
∞ An innovative model: Kering Eyewear
∞ Adapted expansion of our geographic footprint
∞ Priority given to directly operated stores
∞ Flexible, down-to-earth approach to Wholesale
∞ Focus on consolidating Group digital leadership
∞ Gradual expansion of shared services model
∞ Development of Supply Chain across all entities
∞ Broad-based project to modernize and optimize our information systems
Distribution
Creation and products
Operating processes
Th
ree
actio
n a
rea
s
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
∞ Brand-by-brand customization according to client requirements: in-store product availability, exchanges, store pickup...
∞ Gradual launch of new functions
∞ New site functionalities to improve client experience, traffic and conversion
∞ Boost digital marketing and social media presence
∞ Optimized tablet and smartphone applications
Reinforce the Group’s digital leadership
Build online presence for
the Group’s brands 1
3
Enhance the Group
brands’ online presence 2
Omni-channel and
CRM 4
Our clients
are
increasingly
…
Develop cross-channel
platforms
∞ All Group brands (apart from Boucheron, Sowind and Ulysse Nardin) run an e-commerce site
∞ Broad product, language and country coverage
∞ e-commerce now accounts for 2% of Group Luxury revenues
∞ Redefinition and uniformization of POS solutions
∞ Investment in systems and CRM favoring convergence of online and offline databases
∞ Impact on logistics
global … and seamless connected asking for
customization
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
Integrated, pragmatic, responsive operational model
∞ Increasingly relevant value proposition for our customers
∞ Ongoing adaptation of the structure and effectiveness of our collections
∞ Constant search for product categories whose potential remains underexploited
∞ An innovative model: Kering Eyewear
∞ Adapted expansion of our geographic footprint
∞ Priority given to directly operated stores
∞ Flexible, down-to-earth approach to Wholesale
∞ Focus on consolidating Group digital leadership
∞ Gradual expansion of shared services model
∞ Development of Supply Chain across all entities
∞ Broad-based project to modernize and optimize our information systems
Distribution
Creation and products
Operating processes
Th
ree
actio
n a
rea
s
F u l l - Y e a r 2 0 1 4 h i g h l i g h t s
Jean-François Palus Group Managing Director
F i n a n c i a l R e s u l t s A n a l y s i s
2015 Annual General Meeting
2 0 1 4 o p e r a t i n g p e r f o r m a n c e s
Group revenue (in €m)
Gross profit (in €m, Gross margin as % of revenue)
Recurring Operating Income (in €m, Operating margin as % of revenue)
EBITDA (in €m, EBITDA margin as % of revenue)
2014 10,038
9,656 2013
2014 6,296
6,041 2013
62.7%
62.6%
2014 1,664
1,751 2013
16.6%
18.1%
2014 1,991
2,043 2013
19.8%
21.2%
+4.5%
% Change
Reported Comparable
+4.0%
+3.0%
% Change
Reported Comparable
-5.0%
+7.5%
% Change
Reported Comparable
+4.2%
+4.5%
% Change
Reported Comparable
-2.6%
Breakdown of sales by division – in %
Luxury
68%
Sport &
Lifestyle
32%
1 684
200
-133
1 751 1 666
138
-139
1 664
Luxury Sport &Lifestyle
Corporate Total
2013 2014
Recurring operating profit by
division– in €m
A n a l y s e d e s r é s u l t a t a n n u e l s 2 0 1 4
2 0 1 4 b r e a k d o w n o f s a l e s a n d o p e r a t i n g r e s u l t
F i n a n c i a l p e r f o r m a n c e
In €m 2014 2013
Recurring operating income 1,664 1,751
Other non-recurring operating income and expenses
Net financial charges
Corporate income tax
Share in earnings of associates
Net loss from discontinued operations
(112)
(197)
(326)
(1)
(479)
(441)
(210)
(237)
2
(825)
Consolidated net income
Of which: net income, Group share
549
529
40
50
Net income, Group share, from continuing operations
excluding non-recurring items 1,177 1,231
Net income, Group share, per share (in euro)
Net income per share from continuing operations, Group share,
excluding non-recurring items (in euro)
4.20
9.35
0.39
9.77
C h a n g e i n n e t f i n a n c i a l d e b t
Acquisitions
and disposals
Net debt at
December
31, 2014
4,391 1,198
Net debt before
acquisitions
and disposals
3,193
Other
movements
94
Purchases of
Kering shares
9
Dividends paid
498
Net interest paid
and dividend
received
228
Free cash flow
from operations
-1,078
Net debt at
December
31, 2013
3,443
1.7x
2.2x Net debt /
EBITDA
2013-2014 net financial debt bridge, before and after acquisitions and disposals impact (change in €m, and net debt / EBITDA ratio)
1.6x
€5.5bn
€1bn
€3.5bn
€4bn
€3bn
€18bn
€11bn
Assets Liabilities
€23bn
∞ Equity: 48% of balance sheet
∞ Debt to equity ratio of 39%
∞ Average maturity lengthened
∞ Further reduction in cost of financing in 2014
Non current
assets
Current assets
Cash
Equity
Non current
liabilities
Current
liabilities
Gross debt
1,198
184
443
541 536
1,489
2015* 2016** 2017** 2018** 2019** Beyond**
Condensed balance sheet - 2014 Liquidity overview – Net debt (net financial debt, in €m)
* Gross debt minus cash & cash equivalents
** Gross debt
2 0 1 4 b a l a n c e s h e e t
H e a l t h y f i n a n c i a l s t r u c t u r e
47.6% 41.8%
37.3% 38.5% 42.9%
52.9% 59.8% 61.6% 64.0%
59.4%
2010** 2011** 2012** 2013** 2014*
% of recurring net income, Group share, from continuing ops. % of available cash flow
* Subject to April 23, 2015 AGM approval. Interim payment of €1.50
paid on January 26, 2015
** Published not restated
3.50 3.50
3.75 3.75
4.00
2010 2011 2012 2013 2014*
+ 7.1%
P r o p o s e d d i v i d e n d u p 7 %
+ 6.7%
Dividend per share (in €)
Dividend payout (in %)
François-Henri Pinault Chairman & CEO
Strategy and Out look
2015 Annual General Meeting
An evolving industry landscape
S t r a t e g y a n d o u t l o o k
More moderate Luxury sector
growth in short-term
∞ Macroeconomic environment still
unstable
∞ Sharp currency fluctuations
New growth paradigms
∞ Optimising organic growth
opportunities
∞ Adapting pace of store openings
Emergence of «new
frontiers »
∞ New growth engines
∞ Digital expertise, marketing
expertise, assessment of
consumption patterns
Kering Group well positioned to deliver sustained, profitable growth
∞ Highly differentiated, virtuous multi-
brand model
∞ Integrated, pragmatic and fast
adaptative business model ∞ Innovative strategic initiatives
∞ Rigorous, stringent financial
monitoring, carefuly adapted
allocation of resources
∞ Solid operational and financial
performances
S t r a t e g y a n d o u t l o o k
High-potential Group in fast-growing sector
Luxury is a sector expected to enjoy long-
term structural growth
∞ Driven by favorable economic and demographic factors, tourism
∞ New consumer trends
∞ New growth levers
1
3
2 Group brands have huge organic growth
potential
∞ An ensemble of brands with complementary maturity cycles and
positionings
∞ Significant growth potential
∞ Enhanced steering structures to better support the growth of our
brands: business expertise and synergies, renewed teams
With a strong entrepreneurial culture, Kering
is integrating to create more value
∞ Short-term responsiveness, long-term investments
∞ Disciplined oversight, brand managers fully accountable
S t r a t e g y a n d O u t l o o k
Gucci, new momentum
Two key directions
Revitalize Accelerate
1. Identity and Creativity
Rejuvenate the brand and
revitalize our product offer
Appealing, modern identity
Radical contemporary vision fully
embracing our heritage
2. Communications
Express a consistent brand image
Clear brand narrative, conveyed globally
and meticulously
3. Store network
Adapt and consolidate
Ad hoc expansion and fine-tuning,
adaptation of store concept taking into
account the specific needs of each
location
1. Store excellence Intensify existing programs
Client service culture to drive our
new momentum
2. Organization
Simplify to boost efficiency
Accelerated redefinition of functions
to enable regional directions to focus
on operations
S t r a t e g y a n d O u t l o o k
Puma, five clear priorities
1. Consolidate relaunch
∞ Focus on Sport Performance and women’s fitness…
∞ … notably in footwear
2. Accelerate product innovation
∞ Boost pipeline of products with highly innovative content
3. Pursue distribution upgrading
∞ Enhance sales quality to support virtuous gross margin momentum
4. Optimize organization
∞ Update information and management systems; redesign supply
chain
5. Minimize negative impact of currency fluctuation
Since January 1st, 2011: Kering up +51%, CAC 40 up +35%
80
100
120
140
160
180
200
31
/12
/20
10
31
/03
/20
11
30
/06
/20
11
30
/09
/20
11
31
/12
/20
11
31
/03
/20
12
30
/06
/20
12
30
/09
/20
12
31
/12
/20
12
31
/03
/20
13
30
/06
/20
13
30
/09
/20
13
31
/12
/20
13
31
/03
/20
14
30
/06
/20
14
30
/09
/20
14
31
/12
/20
14
31
/03
/20
15
Kering CAC 40
Thomson Reuters, performance as at 31st March 2015
S t r a t e g y a n d o u t l o o k
Share price performance
S t r a t e g y a n d o u t l o o k
2015 outlook
∞ Environment
– Macroeconomic environment still unsettled, but new growth drivers
∞ Currency fluctuations
– Weaker Euro supporting sales, but mixed impact on Group results
∞ Beyond cycles, a sector experiencing sharp underlying growth
∞ Integrated, pragmatic, responsive Group
– Action plans focusing on organic growth
– Short-term responsiveness and long-term investments
– Disciplined management and allocation of resources
– No acquisition plans in the short term
∞ Steady, profitable growth trajectory, focus on cash flow generation to gradually reduce debt and support
attractive dividend payout
Patricia Barbizet Vice-Chair of the Board of Directors
G o v e r n a n c e
2015 Annual General Meeting
∞ 11 members, including 4 independent directors
– Mr. François-Henri Pinault – Chairman
– Mrs. Patricia Barbizet – Vice-Chairwoman
– Mr. Luca Cordero di Montezemolo
– Mrs. Yseulys Costes (independent)
– Mr. Jean-Pierre Denis (independent)
– Mr. Philippe Lagayette (independent)
– Mr. Jean-François Palus
– Mr. Baudouin Prot
– Mrs. Daniela Riccardi (independent)
– Mr. Jochen Zeitz
– Mrs. Sophie Bouchillou (representing employees)
G o v e r n a n c e
B o a r d o f D i r e c t o r s
∞ 8 meetings held in 2014 and 4 meetings since the beginning of 2015
∞ Average Director’s attendance rate in 2014 : 93 %
∞ Main issues covered:
– Determine Group strategic priorities
– Review yearly and half-yealy financial statements
– Analyse Group activities
– Approve key acquisition and disposal projects
– Payment of an interim dividend
G o v e r n a n c e
O p e r a t i o n o f t h e B o a r d o f D i r e c t o r s
G o v e r n a n c e
5 Board Committees
Audit committee
– Jean-Pierre DENIS (Chairman)
– Patricia BARBIZET
– Yseulys COSTES
Board of
Directors Remuneration committee
- Philippe LAGAYETTE (Chairman)
- Patricia BARBIZET
- Yseulys COSTES
- Jean-Pierre DENIS Nomination Committee
– Patricia BARBIZET (Chairwoman)
– Luca CORDERO DI MONTEZEMOLO
– Baudouin PROT
Sustainability committee
– Jochen ZEITZ ( Chairman )
– Patricia BARBIZET
– Luca CORDERO DI MONTEZEMOLO
– Jean-François PALUS
– François-Henri PINAULT
Strategy and development
committee
– Patricia BARBIZET (Chairwoman)
– Yseulys COSTES
– Philippe LAGAYETTE
– François-Henri PINAULT
G o v e r n a n c e
Components of the gross remuneration of the Chairman &
CEO and of the Group Managing Director
∞ A fixed salary (no employment contract for the CEO)
∞ A variable portion based on the Kering Group’s financial performance:
The amount is established on achieving (or exceeding) two specifically defined
financial targets:
– recurring operating income (50%)
– free cash flow from operations (50%)
∞ Directors’ fees (Kering + subsidiairies)
∞ No golden parachute and no indemnity relative to non-compete clause
∞ No supplementary pension scheme for the Chairman & CEO
∞ Pension benefits to the Group Managing Director
G o v e r n a n c e
Components of the gross remuneration of
the Chairman & CEO
* The full vesting of which is subject to performance conditions
For the year
2014 2013 2012
Fixed part (in €’000) 1,100 1,100 1,000
Variable part (in €’000) 1,561 1,239 1,478
Director’s fees (in €’000) 121 177 173
Allowance and other benefits (in €’000) 20 19 20
Total cost ( incl. employer contributions) (in €’000) 4,089 3,596 3,947
Awarded during the year a
Long Term Incentive * (in number of monetary units or
shares)
11,372
+ 9,900 (exceptional)
11,874 11,662
shares
G o v e r n a n c e
Components of the gross remuneration of
the Group Managing Director
(2) The full vesting of which is subject to performance conditions
(1) Data restated with the 2014 exchange rate to provide information at comparable exchange rate
For the year
At comparable exchange rate 2014 2013 (1) 2012
Fixed part (in €’000) 1,039 1,024 1,000
Variable part (in €’000) 1,236 949 1,120
Director’s fees (in €’000) 132 142 134
Allowance and other benefits (in €’000) 1,142 580 14
Total cost ( incl. employer contributions) (in €’000) 3,062 3,059 2,857
Awarded during the year a
Long Term Incentive (in number of monetary units or
shares) (2) 9,426 9,763
8,416
shares
S u s t a i n a b i l i t y
Marie-Claire Daveu Chief Sustainability Officer, Head of International Institutional Affairs
2015 Annual General Meeting
S u s t a i n a b i l i t y
∞ SELF-IMPOSED TARGETS - Kering has structured its sustainability
strategy around ten key ambitious targets
∞ REINFORCED LEADERSHIP - For Kering sustainability is an
opportunity of innovation and competitive advantage, allowing us to
take the lead over other actors
∞ FULFILLED CONSUMERS – Sustainability also resonates with the
demands of our consumers – a guarantee of excellence in all
aspects of our products
At the heart of our strategy
S u s t a i n a b i l i t y
∞ TRANSPARENT & SHARED ECONOMY – in May 2015, a year ahead
of our target, Kering will publish its first Environmental Profit & Loss
Account (E P&L), becoming the first-ever Group in the world to do so
∞ SUSTAINABLE & RESPONSABLE SOURCING – Kering is escalating
its approach to sustainably and responsibly sourcing raw materials
– Increased number of sourcing projects within each brand
– New Group-level partnerships on python and crocodile sourcing
Our environmental actions
Kering and the International Trade Centre
announced a new collaboration in October
2014, developing a multi-year programme to
support a more sustainable management of
the Nile crocodile trade in Madagascar.
Kering founded its Materials Innovation
Lab, in Novara Italy in summer 2013. A lab
dedicated to researching and developing
sustainable textile fibres, so as to make
these available to the Group’s brands.
Now a year after its launch, the MIL
boasts a library of over 1,500 samples of
certified sustainable fabrics.
S u s t a i n a b i l i t y
Our environmental actions: examples
S u s t a i n a b i l i t y
∞ REINFORCING ETHICS – Kering recently diffused a new edition of
its Code of Ethics across the Group, which now also includes an
online ethics training programme and an ethics hotline for employees
∞ PROMOTING TALENTS – Kering has developed partnership with
exceptional international universities: Tsinghua in China, London
College of Fashion in the United Kingdom
∞ COMBATTING VIOLENCE AGAINST WOMEN – The Kering
Foundation has refocused its actions on 3 key themes in 3
geographic areas: sexual violence, harmful traditional practices and
domestic violence
Our social actions
S u s t a i n a b i l i t y
Our social actions: examples
In October 2014, Kering and the
London College of Fashion’s Centre
for Sustainable Fashion signed a 5-
year partnership to instil sustainability
in the designs of tomorrow.
The Kering Corporate Foundation
and the charity Women’s Aid
signed a Charter to prevent and
fight against domestic violence in
the United Kingdom in January
2015 .
S u s t a i n a b i l i t y
∞ Many challenges lie ahead but Kering has already developed
numerous concrete and effective solutions.
∞ Collaboration and collective efforts are
the key to progress in sustainability
∞ Kering is co-producer of the
Luc Jacquet movie “Ice and Sky”
(planned release October 2015)
Future ambitions
C o n c l u s i o n
François-Henri Pinault
2015 Annual General Meeting
Chairman & CEO
2015 Annual General Meeting
Hervé Chopin
A u d i t o r s ' r e p o r t
C o n t e n t s
∞ Report on the company financial statements
∞ Report on the consolidated financial statements
∞ Report on internal control and risk management procedures
∞ Special report on regulated agreements and commitments with third parties
∞ Other reports
Statutory Auditors’ Report
( r e s o l u t i o n 1 )
∞ Kering S.A. company financial statements: certification without qualifications
– Pages 319 - 320 of the Reference Document
– In our opinion, the financial statements give a true and fair view of the financial position and the assets
and liabilities of the Company as of December 31, 2014 and the results of its operations for the year
then ended in accordance with accounting principles generally accepted in France
– The justification of our assessments covered the measurement of long-term investments
– As indicated in the Board of Directors’ Management Report, the information relating to remunerations
and benefits paid to corporate officers represents the remunerations and benefits paid by the Kering
group and the companies controlling it to the corporate officers concerned with respect to the
mandates, duties or tasks carried out within or on behalf of the Kering group
Report on the company financial statements
( r e s o l u t i o n 2 )
∞ Kering Group consolidated financial statements: certification without comments or
qualifications
– Page 299 of the Reference Document
– In our opinion, the consolidated financial statements give a true and fair view of the financial position
and assets and liabilities of the Group as of December 31, 2014 and of the results of its operations for
the year then ended in accordance with International Financial Reporting Standards as adopted by the
European Union
– The justification of our assessments covered:
• Methods of implementing impairment tests for goodwill and assets with indefinite useful lives
• Reasonableness of the estimates made by Management for the recording of provisions
• Methods of measuring long-term employee benefit obligations
Report on the consolidated financial statements
∞ Report on internal control and risk management procedures
– Page 170 of the Reference Document
– We have nothing to report on the information in respect of the Company’s internal control and risk
management procedures relating to the preparation and processing of the accounting and financial
information contained in the report prepared by the Chairman of the Board of Directors in accordance
with Article L. 225-37 of the French Commercial Code
∞ Special report on regulated agreements and commitments with third parties
– Pages 321 and 322 of the Reference Document
– The following agreements are included in our special report:
The agreement relating to the payment for advisory and support services performed by Artémis, authorized in previous years
The agreement relating to the retirement commitment in favor of Mr. Jean-François Palus, authorized in previous years
Other reports issued
by the Statutory Auditors (1/2)
∞ Statutory Auditors’ special reports on capital transactions: delegation of authority /
authorization to be granted to the Board of Directors
– Capital reduction by cancelling purchased shares (resolution 7) We have no matters to report on
the reasons for or the terms and conditions of the proposed capital reduction
– Issues of shares and various marketable securities, with retention and/or cancellation of pre-emptive
subscription rights (resolutions 8, 10, 11, 12, 13 and 14) We have no matters to report on the
methods used to determine the issue price of the shares to be issued, and we cannot express an
opinion on the choice of factors used to calculate the share price, nor on the final terms and
conditions under which the issues will be performed
– Issue, without pre-emptive subscription rights, of shares or other securities granting access to capital,
reserved for current and former employees who are members of a savings plan (resolution 15) We
have no matters to report on the methods used to determine the issue price of the securities to be
issued, and we cannot express an opinion on the final terms and conditions under which the issues
will be performed
Other reports issued
by the Statutory Auditors (2/2)
2015 Annual General Meeting
Q & A
R e s o l u t i o n s a n d v o t e
2015 Annual General Meeting
∞ Approval of the parent company financial statements for 2014
( a c t i n g a s a n O r d i n a r y M e e t i n g )
First resolution
∞ Approval of the consolidated financial statements for 2014
( a c t i n g a s a n O r d i n a r y M e e t i n g )
Second resolution
∞ Appropriation of 2014 net income;
∞ Distribution of a cash dividend of €4.00 * per share
* corresponding to an interim dividend of €1.50 per share paid on January 26, 2015, and a final dividend of
€2.50
∞ Payment date: April 30th, 2015
( a c t i n g a s a n O r d i n a r y M e e t i n g )
Third resolution
∞ Opinion on the remuneration due or awarded to François-Henri Pinault, Chairman and CEO, for
2014
( a c t i n g a s a n O r d i n a r y M e e t i n g )
Forth resolution
∞ Opinion on the remuneration due or awarded to Jean-François Palus, Group Managing Director, for
2014
( a c t i n g a s a n O r d i n a r y M e e t i n g )
Fifth resolution
( a c t i n g a s a n O r d i n a r y M e e t i n g )
Sixth resolution
Authorization Resolution number Term of authorization Conditions
Share buy-back
Outstanding
(May 2014)
18 months
(November 2015)
Maximum purchase price: €220
Maximum of 10% of the share capital
6th resolution
as of 04/23/2015
18 months
(October 2016)
Maximum purchase price: €250
Maximum of 10% of the share capital
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Seventh resolution
Authorization Resolution number Term of authorization Conditions
Treasury shares
cancellation
Outstanding
(June 2013)
24 months
(June 2015) 10% of the share capital per 24-month period
7th resolution
as of 04/23/2015
24 months
(April 2017) 10% of the share capital per 24-month period
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Eighth resolution
Autorisation Resolution number Term of authorization Conditions
Capital increase with
pre-emptive
subscription rights
Oustanding
(Juin 2013)
26 months
(August 2015) Maximum nominal amount: €200 million
8th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount: €200 million
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Ninth resolution
Autorization Resolution number Term of authorization Conditions
Capital increase
through incorporation
of reserves
Outstanding
(June 2013)
26 months
(August 2015) Maximum nominal amount: €200 million
9th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount: €200 million
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Tenth resolution
Autorization Resolution number Term of authorization Conditions
Capital increase by
public offering without
pre-emptive
subscription rights
Outstanding
(June 2013)
26 months
(August 2015) Maximum nominal amount : €75 million
10th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount : €50 million
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Eleventh resolution
Autorization Resolution number Term of authorization Conditions
Capital increase via
private placement
without pre-emptive
subscription rights
Outstanding
(June 2013)
26 months
(August 2015) Maximum nominal amount : €75 million
9th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount : €50 million
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Twelfth resolution
Autorization Resolution number Term of authorization Conditions
Authorization to set
the issue price of
shares, in the context
of an increase in
capital by issuing
shares without pre-
emptive subscription
rights
Outstanding
(June 2013)
26 months
(August 2015) Maximum nominal amount : €50.4 million / year
12th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount : €25.3 million /year
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Thirteenth resolution
Autorization Resolution number Term of authorization Maximum par value issue
Increase the number of
securities to be issued
in case of excess
demand
Outstanding
(June 2013)
26 months
(August 2015) 15% of the initial amount
13th resolution
as of 04/23/2015
26 months
(June 2017) 15% of the initial amount
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Fourteenth resolution
Autorisation Resolution number Term of authorization Conditions
Capital increase
through contribution of
share-equivalents
Outstanding
(June 2013)
26 months
(August 2015) Maximum nominal amount : €50.4 million
14th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount : €50 million
( a c t i n g a s a n E x t r a o r d i n a r y M e e t i n g )
Fifteenth resolution
Autorization Resolution number Term of authorization Conditions
Capital increase
reserved to the
Company Employee
Saving schemes
employees
15th resolution
as of 04/23/2015
26 months
(June 2017) Maximum nominal amount : €5.05 million
∞ Powers for formalities
( a c t i n g a s a n O r d i n a r y a n d E x t r a o r d i n a r y M e e t i n g )
Sixteenth resolution