2005 Annual report - Virbac

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❖ to record the finalisation of each capital increase up to the extent of the amount of shares effectively applied for;
❖ to proceed with the formalities connected therewith and to amend the Memorandum and articles of association accordingly;
❖ if it judges it appropriate, to charge the costs of the capital increase to the amount of the premium related to the increase and
to deduct from said amount the sums required to bring the legal reserve to one-tenth of the new capital;
❖ to take all measures to record the capital increase or increases carried out in accordance with this authorisation up to the
extent of the amount of shares effectively issued, amend the Memorandum and articles of association accordingly and, generally,
do all that is necessary.
This authorisation is valid for a period of five years from the date of this meeting.
Tenth resolution
The Extraordinary shareholders meeting, ruling under the conditions of quorum and majority required for Extraordinary
shareholders meetings, having acquainted itself with the report of the Executive board and the special report of the Statutory
auditors, and in accordance with articles L.225-197-1 et seq. of the French Code de commerce:
❖ authorises the Executive board to allocate, on one or more occasions, for the benefit of managerial staff or certain categories of
managerial staff as well as corporate officers as defined by article L.225-197-1 of the French Code de commerce, of both Virbac
and companies directly or indirectly linked to it as defined in accordance with article L.225-197-2 of the French Code de commerce,
bonus shares, such shares to be existing Virbac shares;
❖ decides that the Executive board shall determine the beneficiaries of the bonus shares as well as the conditions and criteria for
the allocation of the shares, which will be linked to the Group’s performance;
❖ decides that the total number of such bonus shares shall not exceed 1% of Virbac’s share capital as of today’s date;
❖ decides that the allocation of such shares to the beneficiaries shall become definitive at the end of an acquisition period of not
less than two years and that the minimum period for which beneficiaries shall be required to hold such shares shall be set at
two years, the Executive board having all powers to set longer periods in the case of the acquisition period and period for which
beneficiaries shall be required to hold the shares, up to a maximum of four years;
❖ authorises the Executive board to, where necessary, make adjustments to the number of shares allocated to take account of any
transactions in Virbac’s capital;
❖ sets at 38 months as from the date of this Extraordinary shareholders meeting the duration of this authorisation.
The Extraordinary shareholders meeting invests all powers in the Executive board, with the latter having the option to subdelegate
within the limits set by law, to implement this authorisation, carry out any formalities, make any declarations and
generally to do all that is necessary.
Any actions taken by the Executive board under the terms of this authorisation must receive the prior approval of the Supervisory
board.
Eleventh resolution
The Extraordinary shareholders meeting grants all powers to the bearer of an original, copy or extract of these minutes to carry
out all filings, formalities and notifications required.