2006 - Interparfums

The shareholders decide that the rights resulting from fractional
amounts shall not be negotiable and that the corresponding
shares will be sold with the proceeds from such sale to be
allocated to holders of rights no later than 30 days after
the registration in their name of the whole number of shares
allotted to them.
The Shareholders grant full authority to the Board of Directors,
which the latter may further delegate as provided for by law,
for the purpose of implementing this resolution and notably to:
■ determine the dates and procedures and the amounts of
each issue, and more generally take all measures to ensure
the success of the issues,
■ perform all formalities destined to record completion of the
capital increase or increases and,
■ amend the bylaws in consequence,
■ and finally, take all measures, in compliance with the law,
to safeguard the rights of holders of securities conferring
access to shares of the company.
This authorization replaces and supersedes the authorization
granted by resolution eight of the shareholders' meeting of
April 22, 2005 partially used by the Board of Directors’
meetings of May 19, 2005 and June 12, 2006 for €5,558,490.
This authorization is granted by the shareholders' meeting
for 26 months.
THIRTEENTH RESOLUTION
Authority granted to the board of directors to increase
the capital stock by issuing ordinary shares without
prejudice to shareholders’ preemptive rights (€5 million)
The shareholders, in accordance with the conditions of
quorum and majority applicable to extraordinary shareholders
meetings, and after reviewing the report of the Board of
Directors and in compliance with the provisions of articles
L. 225-129-2 of the French Commercial Code:
■ vest the Board of Directors with the authority, which the
latter may further delegate in accordance with the law, to
increase the capital through one or more transactions in
amounts and at such times it chooses, to issue in France new
ordinary shares paid for in cash or by offsetting amounts due
and payable, with or without additional paid-in capital,
■ grant the authorization provided for under this resolution for
26 months, and duly note that this authorization cancels from
this date onwards the previous authorization granted by the
ninth resolution of the shareholders' meeting of April 22, 2005
with the same purpose, i.e. all authorizations to issue stock
without prejudice to shareholders' preemptive rights,
■ decide that the nominal value of capital increases
authorized under this authorization may not exceed
€5 million, where this amount is included in the maximum for
capital increases authorized under the seventeenth resolution.
This amount may be increased as necessary, by the nominal
amount of additional securities that must be issued to
preserve, as required by law the rights of holders of securities
conferring rights to equity securities of the company,
■ decide that shareholders qualify in proportion to the number
of shares they hold for preemptive rights to subscribe to new
shares issued under this authorization on the basis of exact
rights (à titre irréductible). In addition, the Board of Directors
may grant shareholders the right to subscribe to excess
shares without trading rights (à titre réductible) over and
above the shares they were entitled to by exercising their
exact rights, in proportion to said rights and within the limit
of their demand,
■ decide that the Board of Directors shall set the issue price
of the ordinary shares according to procedures established
by applicable laws and regulations,
■ duly note that, if subscriptions for new shares on the basis
of exact rights, and as the case may be, for excess shares,
should fail to account for the entire issue, the Board of
Directors may in the order it shall determine, have recourse
to one and/or another of the following possibilities:
-reduce the number of securities issued, in accordance with
the law, to the number of applications received, provided
that such applications are for at least three quarters
of the intended amount,
-freely distribute all or part of the shares issued but not
subscribed,
-offer to the public all or part of the shares issued but not
subscribed.
■ hereby note that the Board of Directors may automatically
and in all cases limit the stock issue decided to the amount
of shares subscribed when shares not subscribed represents
less than 3% of the issue,
■ decide that the Board of Directors shall be granted the
authority, which the latter may further delegate in accordance
with the law, to implement this resolution and notably to:
- decide to proceed with the capital increase,
- decide the amount of the capital increase as well as the
amount of additional paid-in capital that may be requested,
- set the number of new shares to be issued, the date from
which new shares shall be entitled to dividends including
retroactively and the procedures of payment,
- set the conditions for exercising rights associated with the
shares, and notably those concerning the sale or trading
of subscription rights of shares issued,
- conclude all agreements, notably with credit institutions, to
ensure that any issue carried out by virtue of this authorization
is properly carried out,
- receive subscription requests for new shares and the
corresponding payments,
- record completion of the capital increases that may be
carried out through the issue of new shares, perform all
resulting formalities, amending the articles of incorporation
and bylaws in consequence,
- request that the new shares be admitted for trading
in a regulated market,
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