Sequans Communications 6-K, filed May 25, 2023
Sequans Communications (SQNS)
6-K
2023-05-25
For: 2022-12-31
View Original
Added on
April 10, 2026
About this 6-K
Sequans Communications filed this 6-K on May 25, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
For the month of Mai 2023
Commission File Number: 001-35135
Sequans Communications S.A.
(Translation of Registrant’s name into English)
15-55 boulevard Charles de Gaulle
92700 Colombes, France
Telephone : +33 1 70 72 16 00
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXPLANATORY NOTE
Sequans Communications S.A.’s (the “Company”) board of directors (the “Board of Directors”) has convened an ordinary and extraordinary general shareholders’ meeting, in accordance with the provisions of French law and of our Company’s Articles of Incorporation and Bylaws, for the purpose of requesting a vote on the following agenda items, as further detailed below and in the attached “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 27, 2023”:
Ordinary Matters
1.Approval of the statutory financial statements for the year ended December 31, 2022
2.Approval of the consolidated financial statements for the year ended December 31, 2022
3.Allocation of net loss for the year ended December 31, 2022
4.Related-party agreements
5.Approval of the compensation plan for non-executive directors
6.Renewal of Mr. Hubert de Pesquidoux as director
7.Renewal of Mr. Yves Maitre as director
8.Acknowledgement of the end of mandate of Ms. Maïlys Ferrère as director and appointment of Ms. Maria Marced Martin as director
9.Acknowledgment that equity is less than half of the share capital at December 31, 2022
Extraordinary Matters
10. Decision to continue operations despite the loss of half of the share capital at December 31, 2022 and acknowledgement that the equity was reconstituted in April 2023
11. Issuance of stock subscription warrants to subscribe up to 1,260,000 ordinary shares (representing, to date, 315,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maitre, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud, and Zvi Slonimsky; powers to be granted to the Board of Directors
12. Authorization granted to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors
13. Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class
14. Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors
15. Setting an overall ceiling of 12,000,000 ordinary shares (representing, to date, 3,000,000 ADS) for issues of stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 12, 13 and 14 of this general shareholders’ meeting
16. Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of
preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders
17. Delegation of powers to the Board of Directors to proceed to a reduction of the share capital by way of incorporation of losses into capital, with terms and timing to be decided by the Board of Directors
18. Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
19. Powers and formalities
The Board of Directors recommends that you vote “FOR” proposals 1-17 and 19 and “AGAINST” proposal 18 reflected in the agenda items listed above.
Whether or not you plan to attend the ordinary general meeting and extraordinary meeting of shareholders in person, we urge you to vote your American Depositary Shares (ADS) by phone, via the internet or by signing, dating and returning the proxy card at your earliest convenience. Please see the proxy card for specific instructions on how to vote. If you sign and return the proxy card without other indication, your ADS will be voted:
•in favor of the resolutions corresponding to proposals 1-17 and 19, whether or not you specifically indicate a “FOR” vote, unless you abstain or vote against a specific resolution; and
•against the resolution corresponding to proposal 18, whether or not you specifically indicate an “AGAINST” vote, unless you abstain or vote for such resolutions.
If you do not return your proxy card, our depositary agreement with BNY Mellon allows the depositary to vote the shares underlying your ADS in accordance with the Board’s recommendation as described above.
French law classifies resolutions as either ordinary or extraordinary, depending on the subject. For resolutions submitted to an ordinary meeting, the quorum required for a valid meeting is 20% of outstanding shares (voting rights) and resolutions pass by a simple majority of shares present or represented. For resolutions submitted to an extraordinary meeting, the quorum required for a valid meeting is 25% of outstanding shares (voting rights) and resolutions pass by a two-thirds majority of shares present or represented.
The resolutions corresponding to the agenda items listed above are set forth in the full “Resolutions Submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 27, 2023” which is available on the Company’s website: http://www.sequans.com/investors/corporate-governance. The following is a summary of those resolutions.
* * * * * * *
ORDINARY MATTERS
PROPOSALS 1-3: APPROVAL OF THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2022; APPROPRIATION OF NET LOSS FOR THE YEAR ENDED DECEMBER 31, 2022
The Board of Directors proposes that the shareholders approve the statutory and the consolidated financial statements of Sequans Communications S.A. The statutory financial statements reflect the financials of the parent company only in accordance with generally accepted accounting principles in France. The consolidated financial statements are the same as those included in the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2023.
The Board of Directors proposes that shareholders approve the allocation of net loss to negative retained earnings for the year ended December 31, 2022.
The Board of Directors requests that shareholders approve these proposals.
PROPOSAL 4: APPROVAL OF THE REPORT ON RELATED PARTY AGREEMENTS
The Board of Directors proposes that shareholders approve related party transactions in force at any time in 2022. These related party transactions, concerning the employment agreement with Georges Karam, Chairman and CEO, and financing agreements with major shareholders, are disclosed in the Company’s annual report on Form 20-F.
The Board of Directors requests that shareholders approve this proposal.
PROPOSAL 5: APPROVAL OF THE COMPENSATION PLAN FOR NON-EXECUTIVE DIRECTORS
The Board of Directors proposes that each non-executive director’s cash compensation for the coming year remain unchanged from last year:
–Basic directors’ fees US$ 20,000 per year, per director
–Special directors’ fees paid in consideration for a director’s chairing of/membership in committees
•Member of the Audit Committee US$ 6,000 per year
•Chair of the Audit Committee US$ 12,000 per year
•Member of the Compensation Committee US$ 4,500 per year
•Chair of the Compensation Committee US$ 35,000 per year
•Member of the Nominating and Corporate Governance Committee US$ 2,500 per year
•Chair of the Nominating and Corporate Governance Committee US$ 5,000 per year
A director may not be a member of more than two committees nor chair more than one committee.
Such payments shall not be made to directors prevented from receiving director remuneration by terms of their employment agreement.
The Board of Directors requests that shareholders approve this proposal.
PROPOSALS 6-8: PROPOSALS TO REAPPOINT AS DIRECTORs MR. HUBERT DE PESQUIDOUX AND MR. YVES MAITRE, AND TO APPOINT AS DIRECTOR Ms MARIA MARCED MARTIN
The Board of Directors proposes Mr. Hubert de Pesquidoux and Mr. Yves Maitre to be renewed as members of the Board of Directors and proposes to appoint Ms. Maria Marced Martin, President of TSMC (Taiwan Semiconductor Manufacturing Company) Europe, as a member of the Board of Directors. If elected, Mr. de Pesquidoux, Mr. Maitre and Ms. Marced Martin will each be appointed for a term of three years, which will expire at the conclusion of the ordinary general shareholders’ meeting that will be held in 2026.
Mr. de Pesquidoux, Mr. Maitre and Ms. Marced Martin have already given notice that they would accept such positions.
The Board of Directors requests that shareholders approve these proposals.
PROPOSAL 9: ACKNOWLEDGEMENT THAT EQUITY IS LESS THAN HALF OF THE NOMINAL SHARE CAPITAL AT DECEMBER 31, 2022
The Board of Directors notes that as of December 31, 2022, the statutory net equity of the Company as presented in the financial statements that are the subject of Proposal 1 had fallen below half of the Company’s statutory nominal capital.
The Board of Directors requests that shareholders approve this acknowledgement.
EXTRAORDINARY MATTERS
PROPOSAL 10: DECISION TO CONTINUE OPERATIONS DESPITE NET EQUITY BEING LESS THAN HALF OF THE NOMINAL SHARE CAPITAL AT DECEMBER 31, 2022 AND ACKNOWLEDGEMENT THAT THE EQUITY WAS RECONSTITUTED IN APRIL 2023
In consideration of Proposal 9, the Board of Directors proposes that the Company continue in operations in accordance with the provisions of article L. 225-248 of the French Commercial Code.
Taking into account the capital increase carried out by the Company during the second quarter of the current financial year, the Board notes that the Company's net equity position has been reconstituted as of April 2023 to a value at least equal to one half of the share capital and requests that this be acknowledged by the shareholders.
The Board of Directors requests that shareholders approve this proposal and acknowledgement.
PROPOSAL 11: ISSUANCE OF STOCK SUBSCRIPTION WARRANTS TO SUBSCRIBE UP TO 1,260,000 ORDINARY SHARES (REPRESENTING, TO DATE, 315,000 ADS) – REVOCATION OF SHAREHOLDER'S PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF MS. MARIA MARCED MARTIN AND MSSRS. WESLEY CUMMINS, YVES MAITRE, RICHARD NOTTENBURG, HUBERT DE PESQUIDOUX, DOMINIQUE PITTELOUD and ZVI SLONIMSKY
The Board of Directors proposes issuing 180,000 stock warrants (representing 45,000 ADS at the current share/ADS ratio) to each of the non-executive directors permitted to receive director compensation (i.e., a total of 1,260,000 stock warrants):
Beneficiaries | Stock Warrants | Total Subscription Price | ||||||
Ms. Maria Marced Martin | 180,000 stock warrants | €1.80 | ||||||
Mr. Wesley Cummins | 180,000 stock warrants | €1.80 | ||||||
Mr. Yves Maître | 180,000 stock warrants | €1.80 | ||||||
Mr. Richard Nottenburg | 180,000 stock warrants | €1.80 | ||||||
Mr. Hubert de Pesquidoux | 180,000 stock warrants | €1.80 | ||||||
Mr. Dominique Pitteloud | 180,000 stock warrants | €1.80 | ||||||
Mr. Zvi Slonimsky | 180,000 stock warrants | €1.80 | ||||||
Total | 1,260,000 stock warrants | €12.60 | ||||||
The number of warrants proposed is based on a review of the equity compensation of members of the boards of directors of a selection of comparable companies, and takes into consideration that there was no increase in warrant grants in 2022 and there has been no increase in cash compensation in over ten years.
Mr. Chittipeddi has declined to be granted Director Warrants to avoid any appearance of a conflict of interest.
The subscription price for each stock warrant will be set at €0.00001, or a total of €1.80 per block of 180,000 warrants, and each warrant will confer the right to purchase one new ordinary share with a par value of €0.01 for a period of ten (10) years, with an exercise price equal to 1/4th the closing price of the Company’s ADSs on the NYSE on the issue date. Provided each non-executive director still holds the office of director or is a member of the board strategic advisory committee on the anniversary date, all of the stock warrants for which he subscribes may be exercised beginning on the first anniversary of the date they are granted by the ordinary and extraordinary general shareholders’ meeting.
Under French law, stock options may only be issued to employees. The legal form of instrument which may be issued to members of the Board of Directors or other non-employees is a warrant. Warrants may not be granted free of charge but must be purchased at issuance at a set subscription price.
The Board of Directors requests that shareholders approve this proposal.
PROPOSALS 12-15: AUTHORIZATIONS TO BE GRANTED TO THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS, STOCK SUBSCRIPTION WARRANTS AND RESTRICTED FREE SHARES
The Board of Directors proposes that this general shareholders’ meeting authorize the renewal of the system for granting stock options, and the creation of a system for granting restricted free shares, to the Company’s employees and/or senior corporate officers, as well as the employees of the Company’s subsidiaries, and the renewal of the system for granting stock subscription warrants to non-employee external partners. In general, the Company grants restricted free shares, but occasionally needs to use the other instruments due to specific circumstances.
The issuances of stock options, stock subscription warrants and restricted free shares will be subject to an overall ceiling of 12,000,000 new shares with a par value of €0.01, representing 3,000,000 ADS, unchanged from last year. The Board considers that this amount is necessary in order to attract and retain key personnel in the current environment.
Each stock option will be granted free of charge and will entitle the beneficiary thereof to acquire one new ordinary share with a par value of €0.01 for a period of ten (10) years at a fixed exercise price, provided the beneficiary complies with the requirements for time spent with the Company or other vesting requirements. The exercise price will be equal to 1/4th the closing price of the Company’s ADSs on the NYSE on the date the stock options are granted by the Board of Directors.
Each restricted free share will be granted free of charge and will permit the beneficiary thereof to acquire one new ordinary share with a par value of €0.01, provided the beneficiary complies with the requirements for time spent with the Company or other vesting requirements.
Stock subscription warrants may be granted to the Company’s non-employee external partners (independent consultants, etc.) who contribute to the Company’s expansion and success and must be subscribed by the beneficiary at a price of €0.01 per warrant at the time of grant. The stock subscription warrant then entitles the beneficiary thereof to acquire one new ordinary share with a par value of €0.01 for a period of ten (10) years at a fixed exercise price. The exercise price will be equal to 1/4th the closing price of the Company’s ADSs on the NYSE on the date the stock subscriptions warrants are granted by the Board of Directors.
The authorization to the Board of Directors to grant stock options and restricted free shares will terminate thirty-eight (38) months after of the date of the authorization granted by this general shareholders’ meeting. The authorization to the Board of Directors to grant stock subscription warrants will terminate eighteen (18) months after of the date of the authorization granted by this general shareholders’ meeting. These periods are the maximum allowed under French law.
The Board of Directors requests that shareholders approve these proposals.
PROPOSAL 16: DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO CARRY OUT ONE OR MORE CAPITAL INCREASES UP TO A MAXIMUM NOMINAL AMOUNT OF € 1,000,000 BY ISSUING SHARES AND/OR SECURITIES THAT CONFER RIGHTS TO THE COMPANY'S EQUITY AND/OR SECURITIES THAT CONFER THE RIGHT TO AN ALLOTMENT OF DEBT SECURITIES, RESERVED TO SPECIFIC CLASSES OF PERSONS, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH CLASSES, AND TO AMEND THE TERMS OF ANY DEBT SECURITIES ISSUED UNDER THIS OR PRIOR DELEGATIONS AUTHORIZED BY THE SHAREHOLDERS
The Board of Directors proposes that it be granted a delegation of authority to increase capital of the Company up to a maximum limit equivalent to 100,000,000 ordinary shares (currently the equivalent of 25,000,000 ADSs) in order to be able to effect one or more transactions such as acquisitions, asset purchases or financing. Pursuant to this delegation of authority, the duration of which would be set at eighteen (18) months, the maximum allowed by French law, the Board of Directors would be authorized to decide to increase the Company’s capital, on one or more occasions, at opportune times, by issuing ordinary shares or securities that confer equity rights or securities that confer the right to an allotment of equity rights. The Board would also have the right to amend convertible debt agreements which were issued under the authority granted by this or any prior shareholder meeting.
The maximum nominal amount of capital increases that may be carried out pursuant to this delegation of authority would be €1,000,000 (or the equivalent of this amount in any other currency that is legal tender), and the maximum nominal amount of convertible debt that may be issued would be set at €60,000,000 (or the equivalent thereof in any foreign currency).
The issue prices of the securities that may be issued pursuant to this delegation of authority will be set in accordance with market practices such as, for example, by reference to the price quoted on the NYSE.
The Board of Directors requests that shareholders approve this proposal.
PROPOSAL 17: DELEGATION OF AUTHORITY TO BOARD OF DIRECTORS TO PROCEED TO A REDUCTION OF THE SHARE CAPITAL BY WAY OF INCORPORATION OF LOSSES INTO CAPITAL, WITH TERMS AND TIMING TO BE DECIDED BY THE BOARD OF DIRECTORS
As a potential means to ensure compliance with French minimum equity requirements, the Board of Directors proposes that it be granted a delegation of authority to effect an incorporation of losses into capital, in the event that the Company increases its equity such that this is possible and the Board considers such incorporation to be desirable.
The Board of Directors requests that shareholders approve this proposal.
PROPOSAL 18: AUTHORITY TO BE DELEGATED TO THE BOARD OF DIRECTORS TO DECIDE TO INCREASE STATED CAPITAL BY ISSUING SHARES RESERVED FOR EMPLOYEES, AND REVOCATION OF PREEMPTIVE SUBSCRIPTION RIGHTS IN FAVOR OF SUCH EMPLOYEES
Article L. 225-129-6 of the French Commercial Code provides: “At the time of any decision to increase stated capital in consideration for cash contributions, except if the capital increase results from a prior issue of securities that confer equity rights, an extraordinary general meeting shall vote on a draft resolution proposing a capital increase carried out in accordance with the requirements of Articles L. 3332-18 to L. 3332-24 of the French Labor Code.”
In order to comply with these legal provisions, the Board of Directors notes that as a result of the capital authorization proposals described above being submitted to an extraordinary general shareholders’ meeting, the Board of Directors is required by French law to submit to said general shareholders’ meeting a proposal to carry out a capital increase for cash reserved to the Company’s employees, even though the Board of Directors is already proposing stock option and restricted share plans for the benefit of the Company’s employees.
The Board of Directors therefore proposes that the general shareholders’ meeting delegate to the Board of Directors its authority to decide to increase stated capital, on one or more occasions, up to a maximum of 3% of stated capital on the date of the Board of Directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more employee savings plans (or any other membership plan for which applicable statutory and regulatory provisions permit reserving a capital increase under equivalent conditions) that may be set up within all or some of the French and foreign companies within the Company’s consolidation scope or combination of accounts, with the right to subdelegate such authority in accordance with legal requirements.
The duration of this delegation of authority would be set at eighteen (18) months.
The issue price of the new shares or securities that confer equity rights would be determined in accordance with applicable statutory and regulatory requirements.
The Board of Directors is not in favor of the adoption of this proposal since other proposals already provide mechanisms for employee share ownership. The Board of Directors requests that shareholders DO NOT approve this proposal.
PROPOSAL 19: POWERS AND FORMALITIES
The Board of Directors proposes that the general shareholders’ meeting grant full powers to the bearer of the original, an excerpt or a copy of the minutes from such meeting for the purpose of performing all publication, filing and other formalities.
The Board of Directors requests that shareholders approve this proposal.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SEQUANS COMMUNICATIONS S.A. (Registrant) | ||||||||||||||
Date: May 25, 2023 | By: | /s/ Deborah Choate | ||||||||||||
Deborah Choate | ||||||||||||||
Chief Financial Officer | ||||||||||||||
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
| Exhibit | Description | ||||
| 99.1 | Resolutions submitted to the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 27, 2023 | ||||
| 99.2 | Sample proxy card for use in connection with the Ordinary General Meeting and Extraordinary Meeting of Shareholders on June 27, 2023 | ||||
AGENDA FOR THE ORDINARY AND EXTRAORDINARY
GENERAL SHAREHOLDERS’ MEETING OF SEQUANS COMMUNICATIONS S.A. (the “Company”)
TO BE HELD ON JUNE 27, 2023
Ordinary Matters
1.Approval of the statutory financial statements for the year ended December 31, 2022
2.Approval of the consolidated financial statements for the year ended December 31, 2022
3.Allocation of net loss for the year ended December 31, 2022
4.Related-party agreements
5.Approval of the compensation plan for non-executive directors
6.Renewal of Mr. Hubert de Pesquidoux as director
7.Renewal of Mr. Yves Maitre as director
8.Acknowledgement of the end of mandate of Ms. Maïlys Ferrère as director and appointment of Ms. Maria Marced Martin as director
9.Acknowledgment that equity is less than half of the share capital at December 31, 2022
Extraordinary Matters
10.Decision to continue operations despite the loss of half of the share capital at December 31, 2022 and acknowledgement that the equity was reconstituted in April 2023
11.Issuance of stock subscription warrants to subscribe up to 1,260,000 ordinary shares (representing, to date, 315,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maitre, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud, and Zvi Slonimsky; powers to be granted to the Board of Directors
12.Authorization granted to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors
13.Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class
14.Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors
15.Setting an overall ceiling of 12,000,000 ordinary shares (representing, to date, 3,000,000 ADS) for issues of stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 12, 13 and 14 of this general shareholders’ meeting
16.Authority delegated to the Board of Directors to carry out a capital increase up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders
17.Delegation of powers to the Board of Directors to proceed to a reduction of the share capital by way of incorporation of losses into capital, with terms and timing to be decided by the Board of Directors
18.Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
19.Powers and formalities
RESOLUTIONS
I. ORDINARY MATTERS
FIRST RESOLUTION
Approval of the statutory financial statements for the year ended December 31, 2022
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report and the statutory auditor’s general report, approves the statutory financial statements for the year ended December 31, 2022, which report a loss of €11,523,296 for the Company.
The general shareholders’ meeting also approves the transactions reported in those financial statements or summarized in those reports.
The general shareholders’ meeting acknowledges and approves, pursuant to Article 223 quarter of the French General Tax Code, the expenses and charges corresponding to the expenses of Article 39-4 of said code and referred to in said annual accounts.
SECOND RESOLUTION
Approval of the consolidated accounts for the year ended December 31, 2022
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report and the statutory auditor’s general report, approves the consolidated accounts for the year ended December 31, 2022, which report a consolidated loss of US$9,008,000.
The general shareholders’ meeting also approves the transactions reported in those financial statements or summarized in those reports.
THIRD RESOLUTION
Allocation of net loss for the year ended December 31, 2022
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, resolves to allocate in full the loss for the year ended December 31, 2022 and amounting to €11,523,296 to the “Retained Earnings/Loss” account, which as a result show a negative balance of €13,565,579.
The general shareholders’ meeting also acknowledges that no dividends have been distributed during the preceding three fiscal years.
FOURTH RESOLUTION
Related-party agreements
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings (shareholders directly or indirectly interested in any of said agreements not taking part in the vote),
having heard the statutory auditor’s special report on related-party agreements referred to in Article L. 225-40 of the French Commercial Code, approves such report.
FIFTH RESOLUTION
Approval of the compensation plan for non-executive directors
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report, resolves, in accordance with Article L. 225-45 of the French Commercial Code, to set, with effect from the financial year commencing on January 1, 2023, at US$ 220,000 per year the maximum amount to be distributed among the members of the Board of Directors, in respect of their activity, until a new general shareholders’ meeting decides otherwise.
The general shareholders’ meeting further resolves that directors’ fees so distributed shall be allocated among members of the Board of Directors as follows:
i.Each non-executive director will receive directors’ fees as follows:
–Base directors’ fees US$ 20,000 per year
–Additional directors’ fees paid in consideration
for a director’s membership on certain committees
. Member of the Audit Committee US$ 6,000 per year
. Chair of the Audit Committee US$ 12,000 per year
. Member of the Compensation Committee US$ 4,500 per year
. Chair of the Compensation Committee US$ 9,000 per year
. Member of the Governance Committee US$ 2,500 per year
. Chair of the Governance Committee US$ 5,000 per year
A non-executive director may not be a member of more than two committees nor chair more than one committee. No compensation shall be paid to non-executive directors whose terms of employment prohibit them from receiving compensation for board membership.
ii.Each non-executive director may be reimbursed for reasonable travel expenses, upon presentation of receipts.
SIXTH RESOLUTION
Renewal of Mr. Hubert de Pesquidoux
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report,
resolves to renew the appointment of Mr. Hubert de Pesquidoux as a director of the Company, for a new term of office of three (3) years which shall expire at the conclusion of the annual ordinary general shareholders’ meeting convened to approve the financial statements for the year ended December 31, 2025.
Mr. de Pesquidoux has already given notice that he would accept the office to which he has just been appointed and has represented that he does not hold any other office with other companies in France that would prevent him from accepting said duties.
SEVENTH RESOLUTION
Renewal of Mr. Yves Maitre as director
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, having heard the Board of Directors’ management report,
resolves to renew the appointment of Mr. Yves Maitre as a director of the Company, for a new term of office of three (3) years which shall expire at the conclusion of the annual ordinary general shareholders’ meeting convened to approve the financial statements for the year ended December 31, 2025.
Mr. Maitre has already given notice that he would accept the office to which he has just been appointed and has represented that he does not hold any other office with other companies in France that would prevent him from accepting said duties.
EIGHTH RESOLUTION
Acknowledgement of the end of mandate of Ms. Maïlys Ferrère as director and appointment of Ms. Maria Marced Martin as director
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, after having heard the reading of the Company’s Board of Directors’ report,
acknowledges that the term of the function of Ms. Maïlys Ferrère as director has expired at the end of this general meeting,
resolves to appoint in replacement as director of the Company, for a term of office of three (3) years, which shall expire at the conclusion of the annual ordinary general shareholders’ meeting to be held to approve the financial statements for the year ending December 31, 2025:
Ms. Maria Marced Martin
born July 25, 1954 in Valencia, Spain
residing at Avenue Baron de Carcer 21, 906, 11 ; 46001 Valencia, Spain
Ms. Marced Martin has already given notice that she would accept the office to which she has just been appointed and has represented that she does not hold any other office with other companies in France that would prevent her from accepting said duties.
NINTH RESOLUTION
Acknowledgment that equity is less than half of the nominal share capital at December 31, 2022
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for ordinary general shareholders’ meetings, taking into consideration management’s report to the Board of Directors,
acknowledges that the financial statements of the Company for the financial year ended December 31, 2022, as approved by this general shareholders’ meeting in the first resolution, show that the Company’s equity position is lower than half of the share capital.
II. EXTRAORDINARY MATTERS
TENTH RESOLUTION
Decision to continue operations despite the loss of half of the share capital at December 31, 2022 and acknowledgement that the equity was reconstituted in April 2023
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having studied the Board of Directors’ report, deliberating in accordance with the provisions of Article L. 225‑248 of the Commercial Code and acknowledging that as of December 31, 2022 that the shareholders’ equity of the Company is lower than half of the share capital,
resolves to continue the operations of the Company,
acknowledges, taking into consideration the capital increases of the Company which took place during the second quarter of the current financial year as described in the corresponding reports of the Board of Directors, that the Company’s shareholders’ equity has been reconstituted as of April 11, 2023 to a value at least equal to half the share capital.
ELEVENTH RESOLUTION
Issuance of stock subscription warrants to subscribe up to 1,260,000 ordinary shares (representing, to date, 315,000 ADS)– establishing the conditions for exercising the stock warrants and adoption of an issuance agreement - Revocation of shareholders’ preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maître, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud and Zvi Slonimsky – Delegation of authority to the Board of Directors.
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report,
Having regard to Articles L. 225-129 and L. 228-91 et seq. of the French Commercial Code:
1.) Resolves to issue stock subscription warrants to subscribe up to 1,260,000 ordinary shares (representing, to date, 315,000 American depositary shares or ADS of the Company) (hereinafter, “Director Warrants”) for a price of €0.00001 each, i.e., a total amount of €12.60.
2.) Resolves that at the time of subscription, the purchase price of the Director Warrants must be paid in full either in cash, by wire transfer to any of the bank accounts opened in the Company’s name or setoff against a claim held against the Company for directors’ fees.
3.) Resolves that subscriptions will be accepted from June 28, 2023 until July 8, 2023, inclusive, at the Company’s principal office. Payments must be made within a period of ten (10) days following the subscription.
4.) Resolves that each Director Warrant shall entitle the holder thereof to acquire one new ordinary share of the Company with a par value of €0.01 (hereinafter, “New Share”).
5.) Resolves to delegate to the Board of Directors the power to certify the exercise price of the Director Warrants, with the right to subdelegate such power in accordance with applicable laws and regulations. Such exercise price shall be equal to 1/4th of the closing price of the Company ADS on the New York Stock Exchange on this 27th day of June 2023.
6.) Resolves that the New Shares subscribed by exercising the Director Warrants shall be subscribed for and paid in full at the time of the subscription, in cash or by setoff against a claim held against the Company. These New Shares shall be subject to all provisions of the Company’s bylaws and, if applicable, shall enjoy all rights pertaining to shares in that class, as of the date the capital increase is completed.
7.) Authorizes the Board of Directors to increase the share capital by a maximum nominal amount of €12,600, which, on the basis of the issuance of 1,260,000 New Shares with a par value of €0.01 each, corresponds to the exercise of 1,260,000 Director Warrants.
8.) Resolves to approve the terms and conditions governing the Director Warrants, as set forth in the form of Director Warrants issuance agreement (hereinafter, “Director Warrants Issuance Agreement”) appended to these resolutions as Attachment 1, and adopts all provisions of said Director Warrants Issuance Agreement, which provide inter alia that the period during which the Director Warrants may be exercised shall expire ten (10) years from the date of issuance, i.e., June 27, 2033.
9.) Resolves to set as follows the vesting conditions for the Director Warrants, the subscription of 180,000 Director Warrants (giving access to 180,000 ordinary shares upon exercise, representing, to date, 45,000 ADS) each being reserved for Ms. Maria Marced Martin and Messrs. Wesley Cummins, Yves Maitre, Richard Nottenburg, Hubert de Pesquidoux, Dominique Pitteloud, and Zvi Slonimsky, described in detail in the Director Warrants Issuance Agreement, being specified that:
–the Director Warrants will vest on the first anniversary of their issuance, i.e., June 27, 2024, provided that the beneficiary still is a Director or is member of the Strategic Advisory Board on that date; and
–fully vested Director Warrants may be exercised at any time without restriction until June 27, 2033.
10.) Acknowledges and confirms, to the extent necessary, that in accordance with Article L. 225-132 of the French Commercial Code, the decision of this shareholders’ meeting to issue the Director Warrants constitutes an automatic waiver by the shareholders, in favor of the holder of the Director Warrants, of their preemptive subscription right to the shares that may be subscribed by exercising and presenting such Director Warrants. Said waiver shall accrue in favor of the holder of the Director Warrants on the date they are exercised.
11.) Resolves that the holder of the Director Warrants shall benefit from the protections afforded by applicable laws and regulations to holders of Director Warrants, in accordance with the requirements prescribed for this class of securities that confer equity rights, and as set forth in the Director Warrants Issuance Agreement.
12.) In consequence of the foregoing, the shareholders’ meeting delegates to the Board of Directors full powers to carry out the increase of the share capital resulting from the exercise of the Director Warrants, and in particular to:
(i) inform the beneficiaries of the Director Warrants, collect the subscription price for said Director Warrants and perform all necessary formalities;
(ii) carry out the increase of the share capital resulting from the exercise of the Director Warrants and, in particular, to:
•collect the subscriptions and the payments of the price of the shares issued pursuant to the exercise of these Director Warrants;
•if applicable, certify, at any time or at the first Board of Directors’ meeting following the end of each year, the number and par value of the shares subscribed by the holders of Director Warrants and the corresponding capital increases;
•make the necessary amendments to the Company’s bylaws and perform all necessary formalities;
•take in due course all measures that may be necessary to preserve the rights of the holders of Director Warrants in the cases prescribed by law and in accordance with the requirements of the Director Warrants Issuance Agreements. However, during the entire period of validity of the Director Warrants, the Company shall be entitled (i) to change its legal form or corporate purposes without obtaining the prior authorization of the Director Warrants holders and (ii) to amend the rules for distributing profits, redeem its capital and create preferred shares that result in such amendment or redemption, provided it is authorized to do so in accordance with the requirements of Article L. 228-103 of the French Commercial Code and that, in consequence thereof, the Company takes the measures necessary to preserve the holders’ rights, in compliance with applicable laws and regulations; and
•in general, enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
13.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Ms. Maria Marced Martin the subscription for 180,000 Director Warrants.
14.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Wesley Cummins the subscription for 180,000 Director Warrants
15.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Yves Maître the subscription for 180,000 Director Warrants.
16.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Richard Nottenburg the subscription for 180,000 Director Warrants.
17.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Hubert de Pesquidoux the subscription for 180,000 Director Warrants.
18.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Dominique Pitteloud the subscription for 180,000 Director Warrants.
19.) Resolves to revoke the shareholders’ preemptive subscription rights provided by Article L. 225-32 of the French Commercial Code and to reserve to Mr. Zvi Slonimsky the subscription for 180,000 Director Warrants.
20.) Lastly, resolves that, within fifteen (15) days from this general shareholders’ meeting, the Board of Directors shall prepare an additional report on the exact impact of the issuance of the Director Warrants on the position of holders of shares or
equity securities, on the basis of the exercise price set by the Board of Directors, or pursuant to a subdelegation in accordance with applicable laws and regulations. Such price shall be reported to the next general shareholders’ meeting.
TWELVTH RESOLUTION
Authorization given to the Board of Directors to grant stock subscription options to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such options; conditions attached to such authorization; powers to be granted to the Board of Directors
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with Articles L. 225-177 et seq. of the French Commercial Code:
1.) Authorizes the Board of Directors to issue, when it deems appropriate, stock subscription options (“Options”), on one or more occasions, to the employees of the Company’s subsidiaries, as well as to the Company’s employees and corporate officers.
2.) Resolves that the Options granted pursuant to this authorization shall not confer the right to subscribe a total number of shares greater than twelve million (12,000,000) shares with a par value of €0.01, and further subject to the overall limit set forth in the FIFTEENTH resolution.
3.) Resolves that each Option shall entitle the beneficiary thereof to subscribe one share in the Company with a par value of €0.01 (hereinafter, “New Share”) at the market value of the Company’s shares, as determined on the date the Board of Directors actually grants said Option, and delegates to the Board of Directors the power to certify the exercise price, with the right to subdelegate such power in accordance with applicable laws and regulations. Such exercise price shall be equal to 1/4th of the closing price of the Company ADS on the New York Stock Exchange on the date said Option is actually granted.
4.) Resolves that the Options must be exercised within a period of ten (10) years from the date said Options are granted, and that they shall cease to be valid after such date.
5.) Resolves that the New Shares subscribed by exercising the Options shall be subscribed and paid in full, in cash, at the time of the subscription or by setoff against a claim held against the Company. Such New Shares shall be subject to all provisions of the Company’s bylaws applicable to shares of the same class and shall enjoy all rights pertaining thereto as of the date the capital increase is completed.
6.) Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of the Options, by the shareholders, of their preemptive subscription rights to the New Shares that will be issued as said Options are exercised. The increase in the share capital resulting from the exercise of the Options shall be definitively completed merely as the result of a statement that the Options are being exercised, accompanied by the New Shares subscription form and payment of the New Shares subscription price.
7.) Confers full powers on the Board of Directors to implement this authorization and, in particular, to:
•determine the beneficiaries of the Options, in compliance with applicable laws and regulations, as well as the number of Options to be granted to each beneficiary, free of charge;
•determine the exercise price for these Options in accordance with the procedures established by said general shareholders’ meeting, in accordance with applicable laws and regulations;
•determine the dates and conditions necessary for exercising the Options, including - but not limited to - presence in the Company (or a Company’s subsidiary), seniority, or individual or collective performance criteria;
•determine the procedure by which the rights of the beneficiaries of the Options will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the Options are still valid that can be carried out only by preserving the rights of said beneficiaries;
•inform the beneficiaries of the Options, collect the subscriptions and payments of the price of the shares issued pursuant to the exercise of such Options and certify completion of the corresponding capital increases;
•in general, to enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding
amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
In accordance with the provisions of Article L. 225-184 of the French Commercial Code, each year, at the ordinary general shareholders’ meeting, the Board of Directors shall inform the shareholders in a special report of the transactions carried out pursuant to this resolution.
8.) Sets at thirty-eight (38) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.
9.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authorization given to the Board of Directors to grant stock subscription options and revoke shareholders’ preemptive subscription rights in favor of the beneficiaries of such options.
THIRTEENTH RESOLUTION
Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders’ preemptive subscription rights in favor of such class
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with Articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:
1.) Delegates to the Board of Directors its authority to issue, when it deems appropriate, stock subscription warrants (“Partner Warrants”), on one or more occasions, for a price of €0.01 each.
2.) Resolves that the Partner Warrants issued pursuant to this delegation shall not confer the right to acquire a total number of shares greater than twelve million (12,000,000) shares with a par value of €0.01, and further subject to the overall limit set forth in the FIFTEENTH resolution.
3.) Resolves that each Partner Warrant shall entitle the beneficiary thereof to acquire one new ordinary share with a par value of € 0.01 (hereinafter, “New Share”) at the market value of the Company’s shares, as determined on the date the Board of Directors actually grants the Partner Warrants, and delegates to the Board of Directors the power to certify the exercise price, with the right to subdelegate such power in accordance with applicable laws and regulations. Such exercise price shall be equal to 1/4th of the closing price of the Company ADS on the New York Stock Exchange on the date said Partner Warrants are actually granted.
4.) Resolves that the Partner Warrants must be exercised within a period of ten (10) years from the date they are issued, and that they shall cease to be valid after such date.
5.) Resolves that the New Shares subscribed by exercising the Partner Warrants shall be subscribed and paid in full, in cash, at the time of the subscription or by setoff against a claim held against the Company. Such New Shares shall be subject to all provisions of the Company’s bylaws applicable to shares of the same class and shall enjoy all rights pertaining thereto as of the date the capital increase is completed.
6.) Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of these Partner Warrants, by the shareholders, of their preemptive subscription rights to the shares that will be issued as said Partner Warrants are exercised. The increase in the share capital resulting from the exercise of the Partner Warrants shall be definitively completed merely as the result of a statement that the Partner Warrants are being exercised, accompanied by the New Shares subscription form and payment of the New Shares subscription price.
7.) Resolves, pursuant to Article L. 225-138 of the French Commercial Code, to revoke the preemptive subscription rights afforded by Article L. 225-132 of the aforementioned Code in favor of persons who meet the characteristics specified below, and who are selected by the Board of Directors:
•the Company’s external partners (independent consultants, etc.) who contribute to the Company’s expansion and success.
8.) Confers full powers on the Board of Directors to implement this delegation and, in particular, to:
–determine the beneficiaries of the Partner Warrants, in compliance with applicable laws and regulations;
–determine the exercise price for these Partner Warrants in accordance with the procedures established by this general shareholders’ meeting;
–determine the dates and conditions necessary for exercising the Partner Warrants, including - but not limited to - status of contractual relationship with the Company, as well as individual or collective performance criteria;
–determine the procedure by which the rights of the holders of the Partner Warrants will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the Partner Warrants are still valid that can be carried out only by preserving the rights of said holders;
–inform the holders of the Partner Warrants, collect the subscriptions and payments of the price of the New Shares issued pursuant to the exercise of these Partner Warrants and certify completion of the corresponding capital increases; and
–in general, enter into all agreements, take all measures, perform all formalities with respect to the issue, successful issue and financial servicing of the shares issued pursuant to this delegation and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
9.) Lastly, points out that, in accordance with Article R.225-116 of the French Commercial Code, within a period of fifteen (15) days following each use of this delegation of authority, the Board of Directors shall prepare an additional report describing the definitive terms of the transactions carried out pursuant to this resolution. Such additional report shall be provided to the next general shareholders’ meeting.
10.) Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation.
11.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to issue Director Warrants reserved to a specific class of persons and revoke shareholders’ preemptive subscription rights in favor of the holders of such Partner Warrants.
FOURTEENTH RESOLUTION
Authorization given to the Board of Directors to grant restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders’ preemptive subscription rights in favor of the beneficiaries of such restricted free shares ; conditions attached to such authorization; powers to be granted to the Board of Directors
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with Articles L. 225-197-1 through L. 225-197-6 of the French Commercial Code:
1.) Authorizes the Board of Directors to issue, when it deems appropriate, restricted free shares, on one or more occasions, to the employees of the Company’s subsidiaries, as well as to the Company’s employees and corporate officers.
2.) Resolves that the restricted free shares granted pursuant to this authorization shall not confer the right to acquire a total number of shares greater than twelve million (12,000,000) shares with a par value of €0.01, and further subject to the overall limit set forth in the FIFTEENTH resolution.
3.) Authorizes the Board of Directors to issue such shares by an incorporation of reserves, additional paid-in capital or retained earnings in an amount equal to the nominal value of the restricted free shares granted.
4.) Notes that this decision automatically constitutes an express waiver in favor of the beneficiaries of the restricted free shares, by the shareholders, of their preemptive subscription rights.
5°) Resolves that the allocation of shares will become definitive, subject to compliance with any conditions or criteria which may be set by the Board of Directors, only at the end of a vesting period, the duration of which will be set by the Board of Directors, it being understood that this period may not be less than one (1) year, and that, where applicable, beneficiaries will be required to keep the said shares for the period set by the Board of Directors, if applicable, it being understood that the combined vesting and retention periods may not be less than two (2) years.
6.) Confers full powers on the Board of Directors to implement this authorization and, in particular, to:
–determine the beneficiaries of the restricted free shares, in compliance with laws and regulations, as well as the number to be granted to each beneficiary;
–resolve to increase, as appropriate, the minimum vesting periods required by law in the context of the current authorization;
–determine the conditions and criteria for the grant of restricted free shares, such as, without limitation, seniority, work contract valid during the vesting period, and any other financial condition or condition for individual or collective performance;
–determine that vesting may be accelerated in the event of long-term disability:
–determine a period during which the vested shares may not be sold;
–register the restricted free shares in the shareholder register, indicating the vesting periods;
–account for the nominal value of the restricted free shares issued;
–create a restricted reserve for the amount of the nominal value;
–determine the procedure by which the rights of the beneficiaries of the restricted free shares will be preserved, in particular by an adjustment, in the event the Company carries out any transaction while the restricted free shares are unvested that can be carried out only by preserving the rights of said beneficiaries; and
–in general, to enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
In accordance with the provisions of Article 225-197-4 of the French Commercial Code, each year, at the ordinary general shareholders’ meeting, the Board of Directors shall inform the shareholders in a special report of the transactions carried out pursuant to this resolution.
7.) Sets at thirty-eight (38) months, as of the date of this general shareholders’ meeting, the period of validity of this authorization.
8.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, i.e., any authority delegated to the Board of Directors to grant restricted free shares to employees or executive management.
FIFTEENTH RESOLUTION
Setting an overall ceiling of 12,000,000 ordinary shares (representing, to date, 3,000,000 ADS) for issues of company stock subscription options, stock subscription warrants and restricted free shares granted pursuant to resolutions 12, 13 AND 14 of this general shareholders’ meeting
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report,
Sets the maximum number of new shares that may be issued pursuant to the issuance authorizations or delegations that are the subject of the TWELVTH, THIRTEENTH and FOURTEENTH resolutions of this general shareholders’ meeting at twelve million (12,000,000) shares with a par value of € 0.01.
SIXTEENTH RESOLUTION
Authority delegated to the Board of Directors to carry out one or more capital increases up to a maximum nominal amount of €1,000,000 by issuing shares and/or securities that confer rights to the Company’s equity and/or securities that confer the right to an allotment of debt securities, reserved to specific classes of persons, and revocation of preemptive subscription rights in
favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, in accordance with the provisions of Articles L. 225-129-2, L. 225-135-1, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:
1.) Delegates to the Board of Directors its authority for the purpose of carrying out one or more capital increases, of the size and at the times in its discretion, in euros, any other currency or a monetary unit established with reference to several currencies, by issuing ordinary shares (to the exclusion of preferred shares) or securities that confer rights to the Company’s equity or securities that confer the right to an allotment of debt securities, issued for consideration or free of charge. Subscriptions for shares and other securities may be made for cash or by a setoff against claims and shall be paid in full at the time of the subscription.
2.) Resolves that this delegation of authority may only be used to finance the growth of the Company including, for example, acquisitions of companies or business activities, and in general any financing for the development of the Company.
3.) Resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation of authority shall be one million euros (€1,000,000) (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies). Furthermore, if necessary, shall be added to this maximum nominal amount, the nominal amount of additional shares to be issued in order to preserve the rights of holders of securities that confer rights to the Company’s equity, in accordance with law and applicable contractual provisions.
4.) Resolves that the Board of Directors may increase the number of securities to be issued in the event of a share capital increase by virtue of issues carried out pursuant to this resolution, at the same price as that used for the initial issue, in accordance with applicable laws and regulations on the issuance date (to date, within thirty (30) days from the closing of the subscription period and within the limit of 15% of the initial issue), in particular with a view to granting an over-allotment option in accordance with market practices.
5.) Resolves that the maximum nominal amount of debt instruments that represent claims against the Company that may be issued, directly or indirectly, immediately or in the future, pursuant to this delegation of authority shall be sixty million euros (€60,000,000) (or the equivalent of this amount in any other currency that is legal tender or in any unit of account established with reference to a set of currencies).
6.) Resolves to revoke the shareholders’ preemptive right to subscribe for the securities that are the subject of this delegation in favor of:
- any industrial partner that has a similar, complementary or related business to that of the Company;
- or institutional or strategic investors
(i) that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation;
(ii) and that invest in companies with high growth potential and have a certain number of significant references making investments in small/mid cap equities;
- or any institution that acts as a depository in connection with any offering by the Company of American Depositary Shares (“ADS”) registered with the Securities and Exchange Commission.
7.) Acknowledges the fact that this delegation of authority automatically constitutes an express waiver in favor of the holders of securities that confer rights to the Company’s equity that may be issued pursuant to this resolution, by the shareholders, of their preemptive right to subscribe for the shares to which the securities will confer rights.
8.) Resolves that the issue price (or the amount of the consideration that the Company is to receive subsequently for each share to be issued in the event securities that confer rights to the Company’s equity are issued) will be set either (i) in accordance with market practices such as, for example, in the case of an underwritten deal or private placement by reference to the price obtained by comparing the number of securities offered for subscription with subscription requests made by investors, using “book-building” techniques as developed by professional practice in the market, or (ii) in accordance with objective share
valuation methods that may be selected (including, if applicable, by reference to the price of the Company’s ADS on the New York Stock Exchange) and, if the Board of Directors deems necessary, with the assistance of independent valuation services.
9.) Sets at eighteen (18) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation of authority.
10.) Resolves that the Board of Directors shall have full powers to implement this delegation of authority, within the restrictions and subject to the conditions specified above and, in particular, to:
- draw up a list of beneficiaries within the classes described above that may subscribe for the securities issued and the number of securities to allot to each one, subject to the restrictions specified above;
- set the amount of the issue(s) that will be carried out pursuant to this delegation of authority and decide inter alia the issue price (in accordance with the price-setting conditions specified above) and the dates, deadlines, procedures and conditions applicable to the subscription, delivery and dated date of the securities, subject to applicable laws and regulations;
- if applicable, establish the procedures for exercising the rights pertaining to shares or securities that confer equity rights that are to be issued and, if applicable, establish the procedures for exercising inter alia conversion, exchange and redemption rights, including by delivering assets to the Company, such as securities already issued by the Company;
- collect the subscriptions and corresponding payments and certify completion of the capital increases up to the amount of shares subscribed, and make the corresponding amendment to the Company’s bylaws;
- pursuant to its sole initiative, set off the expenses of the capital increase(s) against the amount of the issue premium(s) generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of the share capital after each capital increase;
- decide and make all adjustments intended to take account of the impact of transactions on the Company’s capital, in particular, changes to the par value of shares, capital increases by capitalizing reserves, free allotments of shares, stock splits or reverse stock splits, distributions of reserves or any other assets, capital redemptions or any other transaction involving shareholders’ equity, and determine the procedures by which the rights of the holders of securities that confer equity rights will be preserved, if necessary; and
- in general, take all measures and perform all formalities of use with respect to the issuance and financial servicing of the securities issued pursuant to this delegation of authority and for exercising the rights pertaining thereto as well as perform all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
11.) Resolves that by virtue of this delegation, and within its limits and subject to the provisions of Article L. 228-65 of the French Commercial Code, the Board of Directors shall also have the authority to amend the terms of any existing convertible debt which was previously issued by the Board of Directors acting under the delegation of authority consented by this or any other meeting of shareholders.
12.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority for the same purpose, it being specified, for the avoidance of doubt, that the delegations of authority provided for in the other resolutions submitted to this general shareholders’ meeting have all different purposes from this resolution and that the latter accordingly shall not abrogate any other resolution also adopted by this general shareholders’ meeting.
13.) Notes that in accordance with Article R.225-116 of the French Commercial Code, the Board of Directors will prepare, within fifteen (15) days of the use this delegation, a complementary report describing the final conditions of the transactions carried out pursuant to this resolution. Such report will be made available at the next shareholders meeting.
SEVENTEENTH RESOLUTION
Delegation of powers to the Board of Directors to proceed to a reduction of the share capital by way of incorporation of losses into capital, with terms and timing to be decided by the Board of Directors
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having read the Board of Directors’ report and the statutory auditor’s report, in accordance with the provisions of Article L. 225-204 paragraph 1 of the French Commercial Code:
1.) Delegates to the Board of Directors all powers to
–decide to eliminate totally or partially the amount of accumulated deficit by incorporating such deficit into additional paid-in capital account such that the additional paid-in capital account is reduced to a limit of €0;
–decide then, if any accumulated deficit remains, to incorporate the remaining deficit into the nominal capital account such that the nominal capital account is reduced to a limit of the legal minimum nominal capital; and
–decide that any reduction of the nominal capital account will result in a corresponding reduction of the nominal value per ordinary share of the Company;
2.) Resolves that the Board of Directors shall have full powers to implement this delegation to:
- determine the exact amount of the reduction of the accumulated deficit;
- determine the exact amount of the reduction of the nominal capital account of the Company;
- determine the new nominal value per ordinary share of the Company;
- publish all required notices and perform all required formalities;
- acknowledge and finalize the reduction of nominal capital and the balance of the retained earnings; and
- modify the Company by-laws Article 6 “Share Capital”;
3.) Sets at twelve (12) months, as of the date of this general shareholders’ meeting, the period of validity of this delegation of powers.
EIGHTEENTH RESOLUTION
Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees
The general shareholders’ meeting, voting in compliance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having heard the Board of Directors’ report and the statutory auditor’s report, acting in accordance with, firstly, the provisions of Articles L. 225-129-2, L. 225-129-6 and L. 225-138-1 of the French Commercial Code and, secondly, the provisions of Articles L. 3332-1 et seq. of the French Labor Code (Code du Travail):
1.) Delegates to the Board of Directors its authority to decide to increase the share capital, on one or more occasions, up to a maximum total number of shares equal to 3% of share capital on the date of the Board of Directors’ decision, by issuing shares or securities that confer equity rights, reserved to members of one or more corporate savings plans (or any other membership plan for which applicable laws and regulationspermit reserving a capital increase under equivalent conditions) that may be set up within the group comprised of the Company and the French or foreign companies within the Company’s consolidation scope or combination of accounts.
2.) Sets at twenty-six (26) months, as of the date of this shareholders’ meeting, the period of validity of this delegation of authority.
3.) Resolves that the issue price of the new shares or securities that confer equity rights shall be determined in accordance with applicable laws and regulations.
4.) Authorizes the Board of Directors to grant, free of charge, to the beneficiaries specified above, in addition to shares or securities that confer equity rights to be subscribed for cash, shares or securities that confer equity rights to be issued or already issued by way of substitution of all or part of the discount to the share subscription price, provided the benefit obtained from such allotment does not exceed applicable laws and regulations limits.
5.) Resolves to revoke, in favor of the beneficiaries specified above, the preemptive right of shareholders to subscribe for the securities that are the subject of this authorization. Furthermore, said shareholders shall waive all rights to the restricted free shares or securities that confer equity rights that may be issued pursuant to this resolution.
6.) Resolves that the Board of Directors shall have full powers to implement this delegation of authority, with the right to subdelegate such powers in accordance with applicable laws and regulations, within the limits and subject to the conditions specified above, for the purpose of setting the issuance and subscription conditions, certify completion of the resulting capital increases and make the corresponding amendments to the Company’s bylaws and, in particular, to:
–establish, in accordance with legal requirements, a list of companies whose employees, employees on early retirement and retired employees may subscribe for the shares or securities that confer equity rights thus issued and, if applicable, may be entitled to restricted free shares or securities that confer equity rights;
–decide that the subscriptions may be made directly or through corporate mutual funds or other structures or entities permitted by applicable laws and regulations;
–determine the conditions, in particular, seniority conditions, that the beneficiaries of the capital increases must meet;
–if applicable, set off the expenses of the capital increases against the amount of the issue premiums generated thereby, and withdraw from such amount the sums necessary to increase the amount of the statutory reserve to one-tenth of the new amount of stated capital as a result of such capital increases; and
–in general, enter into all agreements, take all measures, perform all formalities with respect to the issuance, successful issue and financial servicing of the shares issued pursuant to this authorization and make all corresponding amendments to the Company’s bylaws as well as performing all necessary formalities in order to allow the Company shares to be issued hereunder to be traded on the New York Stock Exchange in the form of ADS.
7.) Acknowledges that, as of this date, this delegation of authority abrogates the unused portion, if any, of any prior delegation of authority to the Board of Directors for the purpose of carrying out a capital increase reserved for employees, it being specified, for the avoidance of doubt, that the delegations of authority provided for under the other resolutions submitted to this general shareholders’ meeting have all different purposes from this resolution and that the latter accordingly shall not abrogate any other resolution also adopted by this general shareholders’ meeting .
NINETEENTH RESOLUTION
Powers and formalities
The general shareholders’ meeting grants full powers to the bearer of the original, an excerpt or a copy of these minutes for the purpose of performing all publication, filing and other necessary formalities.
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Attachment 1
Director Warrants Issuance Agreement
Dated June 27, 2023
(1) SEQUANS COMMUNICATIONS S.A. (the “Company”)
(2) THE HOLDER OF DIRECTOR WARRANTS
Summary
PREAMBLE: PRESENTATION OF THE ISSUANCE AGREEMENT
Title 1. SUBSCRIPTION AND FEATURES OF DIRECTOR WARRANTS
Article 1. Holder of Director Warrants
Article 2. Allotment and subscription of Director Warrants
Article 3. Features and period of validity of Director Warrants – Conditions of exercise
Article 4. Setting of the subscription price for shares covered by the Director Warrants
Article 5. Termination of the mandate of non-executive Board Member of the Company - Exceptions
Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED
Article 6. Suspension of the rights to exercise the Director Warrants
Article 7. Conditions of exercise of Director Warrants
Article 8. Delivery and form of shares
Article 9. Rights and availability of shares
Title 3. REPRESENTATION OF HOLDERS - Protection – AMENDMENT OF THE ISSUANCE AGREEMENT
Article 10. Representation of Holders
Article 11. Protection of Holders – Rights of the Company
Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction
WHEREAS:
In a decision taken on June 27, 2023, a combined general shareholders' meeting (the "CGM") of the Company voted in favour of the issuance of a total number of 1,260,000 stock warrants (“Director Warrants”), at a subscription price of [0,00000714] euro per Director Warrants (i.e. [1.28] euros for 180,000 Director Warrants), allocated as follows:
- Mr. Wesley Cummins 180,000 Director Warrants
- Mr. Yves Maître 180,000 Director Warrants
- Ms. Maria Marced Martin 180,000 Director Warrants
- Mr. Richard Nottenburg 180,000 Director Warrants
- Mr. Hubert de Pesquidoux 180,000 Director Warrants
- Mr. Dominique Pitteloud 180,000 Director Warrants
- Mr. Zvi Slonimsky 180,000 Director Warrants
Each Director Warrant subscribed gives the Holder the right to purchase one ordinary share of the Company at a fixed exercise price.
The CGM delegated to the Board of Directors the power (i) to record the exercise price equal to the closing market value on the issuance date of the Director Warrants, (ii) to ascertain the completion of the capital increase relating to the subscription of the Director Warrant, (iii) increase share capital by a maximum nominal amount of €12,600 with respect to 1,260,000 Director Warrants, and subsequently (iv) to record the successive increases in share capital as a result of the exercise of the Director Warrants, and to carry out all formalities required as a result thereof.
The Board of Directors, in their meeting of June [●], 2023, did record the exercise price and ascertain the increase of the share capital.
The CGM, having eliminated the preferred subscription right of shareholders to the Director Warrants, fully reserved subscription of these Director Warrants for the subscribers designated by the CGM.
The purpose of this Director Warrants issuance agreement (the “Issuance Agreement”) is to define the terms and conditions governing the Director Warrants issued to each Holder with a vesting period.
The parties AGREE AS FOLLOWS
Title 1. SUBSCRIPTION AND FEATURES OF Director Warrants
Article 1. Holder of Director Warrants
The Holder is a physical person being a non-executive member of the Company's Board of Directors, designated by the CGM.
The number of Director Warrants allocated to each Holder is 180,000, as provided in the recitals.
Article 2. Allotment and subscription of Director Warrants.
The Director Warrants proposed to the Holders shall be subscribed at the price of [0.00000714] euro per Director Warrant (i.e. [1.28] euros for the 180,000 Director Warrants allotted to each Holder), price which shall be paid on subscription, either by mean of a payment in cash or by way of a set-off with a debt.
The number of Director Warrants allotted to Holder shall be indicated in an Individual Notification Letter sent to him/her by the Chairman; the subscription of such shall be done no later than 10 days from the receipt of the aforesaid letter, by returning to the Company
- the Director Warrants subscription form duly signed,
- as well as a copy of this Issuance Agreement attached to said letter, after the Holder has duly executed said copies.
Failure to comply with this major formality within the applicable period – except in the event of Force Majeure - shall render the Director Warrants issued immediately and automatically void.
Article 3. Features and period of validity of Director Warrants – Conditions of exercise
Provided they are subscribed for by the Holder, Director Warrants are granted for a period of 10 years as from June 27, 2023, date of their issuance by the CGM.
Director Warrants will vest on the first anniversary of their issuance, i.e. June 27, 2024, provided that the Holder still is a Director or is a member of the Strategic Advisory Board on that date (the “Vesting Period”), and must be exercised within the aforementioned maximum period of 10 years. For the sake of clarity, the Holder is entitled to exercise at any time and without restriction all or part of his/her fully vested Director Warrants as from June 27, 2024 until June 27, 2033 as documented in the Individual Notification Letter.
Exercising a Director Warrant entitles the Holder to subscribe for one ordinary share of the Company’s share capital.
This number of shares cannot be modified during the Director Warrants period of validity, except in the event of an adjustment in the subscription price and any other adjustments in accordance with applicable laws and regulations.
Any Director Warrant that is not exercised by the expiry of the aforementioned 10-year period shall be null and void.
Article 4. Setting of the exercise price for shares covered by the Director Warrants
The CGM decided that the exercise price for shares to be issued pursuant to an exercise of the Director Warrants shall be equal, based on the current share/ADS ratio, to 1/4th of the closing price on the New York Stock Exchange of a Company ADS on June 27, 2023.
This subscription price – with respect to this Director Warrants Issuance Agreement - is set in the amount of USD [l] per share (ADS); the counter value in Euros shall be determined on the exercise date of the Director Warrants. The par value of each share is EUR 0.01.
This price may not be changed during the Director Warrants period of validity, except in the event of adjustments in accordance with applicable laws and regulations.
Article 5. Termination of the mandate of non-executive Board member of the Company - Exceptions
5.1 In the event the Holder no longer holds his/her mandate as non-executive Board member of the Company on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her Director Warrants which shall all become null and void, subject to clause 5.2.
5.2 In the event the Holder, whose mandate as non-executive Board member of the Company is terminated for whatever reason, is appointed member of the Strategic Advisory Board on or before the date of termination of the aforesaid mandate, all rights with regard to his/her Director Warrants shall remain in force as if the Holder was a Board member of the Company.
In the event the Holder no longer holds his/her position as member of the Strategic Advisory Board on the first anniversary of issuance, the Holder shall lose any and all rights with regard to his/her Director Warrants which shall become null and void.
5.3. Notwithstanding the provisions of article 5.1 and 5.2 above,
•in the event of death of the Holder, all Director Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable by his/her heirs or beneficiaries from the effective death date, notwithstanding the Vesting Period set forth under article 3 above, allowing said heirs or beneficiaries to exercise any and all remaining Director Warrants, provided that such exercise occurs within a period of 6 months following the aforesaid death.
•should the Company be subject to an acquisition by a third party, all Director Warrants subscribed by the Holder and not yet exercisable would nevertheless become exercisable from the effective date of such change of control, notwithstanding the Vesting Period set forth under article 3 above, allowing said Holder to exercise any and all remaining Director Warrants, provided that such exercise occurs within a period of 90 days following the aforesaid acquisition.
Title 2. RIGHT OF EXERCISE – SUSPENSION – FORMALITIES – SHARES SUBSCRIBED
Article 6. Suspension of the rights to exercise Director Warrants
If necessary, the Board of Directors may suspend the right to exercise the Director Warrants. In particular, a suspension may be ordered whenever a transaction concerning the Company’s share capital requires knowing in advance the exact number of shares that make up share capital or in the event that one of the financial transactions requiring an adjustment is carried out.
In such case, the Company shall inform the Holders of the Director Warrants, indicating the date of the suspension and the date on which the right to exercise Director Warrants will be re-established. Such suspension may not exceed 3 months.
If the right to exercise a Director Warrant expires during a period in which rights are suspended, the period for exercising the Director Warrants shall be extended by 3 months.
Article 7. Conditions of exercise of Director Warrants
All requests for exercising Director Warrants, documented by the signature of the corresponding subscription certificate, shall be sent to the Company, and must be accompanied by a cheque or a money transfer made out to the Company's order in an
amount corresponding to the number of shares subscribed. Alternatively, Director Warrants may be exercised via any on-line equity incentives system which may be put in place by the Company.
Shares subscribed must be, at the time of subscription, either fully paid up in cash or by way of a set-off with a debt. Failure to do so renders the subscription of shares null and void.
Article 8. Delivery and form of shares
Shares acquired by exercising Director Warrants are registered in the books of the Company as registered shares.
Article 9. Rights and availability of shares
The ordinary shares shall be subject to all provisions of the by-laws and shall enjoy all rights pertaining to shares of such class as from the date the increase in share capital is completed.
These shares shall be immediately transferable.
Title 3. REPRESENTATION OF HOLDERS – PROTECTION – AMENDMENT OF THE ISSUANCE AGREEMENT
Article 10. Representation of Holders of Director Warrants
Pursuant to the provisions of Article L. 228-103 of the French Commercial Code, the Holders of Director Warrants are grouped into a body with legal personality protecting their joint interests (the "Masse"). General meetings of Holders meet at the registered office or in any other location of the department of the registered office or of bordering departments.
The Masse will appoint one or more representatives of the body, at the request of the Board of Directors. The representative(s) of the Masse will be governed by applicable legal and regulatory provisions. The representative of the masse will receive no remuneration for his/her duties.
Article 11. Protection of Holders – Rights of the Company
11.1 Holders will enjoy the protection reserved by law and regulations for holders of securities giving access to the capital. The Company will provide the Holders, or their representative, with the information set out by the law and regulations.
11.2 During the entire period of validity of the Director Warrants, the Company will have the option of changing its form or object, without obtaining prior authorisation from the Holders of Director Warrants. In addition, the Company shall be entitled to change the rules for distributing profits, write down its capital, or create preferred shares entailing such modification or writing down, subject to the prior authorisation to be delivered pursuant the terms of Article L. 228-103 of the French Commercial code and provided that the Company accordingly take the measures necessary to maintain the rights of the Holders, in compliance with applicable legal and/or regulatory provisions.
11.3 Subject to the powers expressly reserved by law for the general meeting of shareholders and, as the case may be, for the general meeting and for the representative of the body of Holders, the Board of directors will be empowered to take any measure relating to the protection and adjustment of the rights of Holders as provided for by the law and regulations, in particular by Article L. 228-99 of the French Commercial Code.
11.4 The Issuance Agreement and the conditions for the subscription or allotment of equity securities determined at the time of the issuance may only be amended by the extraordinary general meeting of shareholders of the Company, with the authorisation of the Holders obtained under the conditions provided for by law, in particular by Article L. 228-103 of the French Commercial Code.
Article 12. Binding effect – Amendment of the issuance agreement – Term – Jurisdiction
12.1 The Holders are automatically subject to this Issuance Agreement, through this subscription or acquisition of Director Warrants.
12.2 This Issuance Agreement becomes effective on the date of effective subscription of the Director Warrants and ends on the first of the following dates: (a) the expiry date of the Director Warrants, (b) the date on which all the Director Warrants have
been exercised or waived. In addition, it will cease to be binding on each Director Warrant Holder on the date on which such holder ceases to hold any Director Warrants.
12.3 This Issuance Agreement is subject to French law. Any dispute relating to this Issuance Agreement or relating to the application of the terms and conditions of the Director Warrants will be referred to the relevant court of the district of the Cour d’appel of the registered office of the Company.
SEQUANS COMMUNICATIONS ______________________________
Mr/Ms.__________________________ ______________________________
(the "Holder"")
(The Holder shall initialize each page, sign the last page and write down: "read and approved")