2006 - Interparfums

- charge all costs to paid-in capital as deemed appropriate
and notably costs, rights and fees incurred in connection with
the issue and appropriate from this amount funds necessary
to raise the legal reserve to one tenth the new capital after
each issue,
- and in general, define all terms and conditions and
proceed with all useful measures and formalities necessary
for the issue.
FOURTEENTH RESOLUTION
Authority granted to the board of directors to increase
the capital stock by issuing ordinary shares suspending
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 the special report of the Auditors and in
compliance with the provisions of articles L. 225-129-2,
L.225-135, L.225-136 et seq. of the French
Commercial Code:
■ vest the Board of Directors with the authority to increase
the capital through one or more transactions in amounts at
such times it chooses, by issuing in France new ordinary
shares paid for in cash or by offsetting debt 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 tenth resolution of the shareholders' meeting of
April 22, 2005 with the same purpose, i.e. all authorizations
to issue stock entailing the suspension of 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
capital increase authorized under the seventeenth resolution.
This amount may be increased as necessary, by additional
shares to safeguard the rights of holders of securities
conferring rights to capital stock of the company,
in accordance with the law,
■ suspend shareholders' preemptive rights to subscribe for
shares to be issued in accordance with applicable laws and
regulations and grant full authority to the Board of Directors
to provide for a preferential subscription period and set
said period according to the duration provided for by article
L.225-135 of the French Commercial Code. This preemptive
right does not give rise to the creation of negotiable rights
and may be exercised, as the Board of Directors considers
appropriate, in proportion to the exact number of shares
owned by each shareholder (à titre irréductible)
or by application for excess shares without trading rights
(à titre réductible),
■ decide that the Board of Directors shall set the issue price
of the ordinary shares according to procedures established
by applicable laws and regulations, and notably the provisions
of article L.225-136 of the French Commercial Code,
■ decide that if subscriptions for new shares, including those
of existing shareholders fail to account for the entire issue
the Board of Directors may reduce the amount of the issue
in accordance with the law in force on the date of
the transaction,
2006 annual report inter parfums
shareholder information
■ 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,
- 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,
- charge all costs to paid-in capital as deemed appropriate
and notably costs, rights and fees incurred in connection with
the issue and appropriate from this amount funds necessary
to raise the legal reserve to one tenth the new capital after
each issue,
- and in general, define all terms and conditions and proceed
with all useful measures and formalities necessary for the issue.
FIFTEENTH RESOLUTION
Authority granted to the board of directors to increase
the number of shares to meet excess demand in
response to capital increases with or without
shareholders preemptive rights
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 accordance with provisions of article L.
225-135-1 of the French Commercial Code:
■ decide that the Board of Directors shall be authorized
with the possibility of further delegating to any person
so authorized by law, to increase the number of shares
to be issued in connection with a capital increase maintaining
or suspending shareholders' preemptive rights in accordance
with the above thirteenth and fourteenth resolutions, within
the limit of the percentage of the initial issue which shall
be determined in accordance with applicable laws and
regulations, it being specified that “overallotted” shares will
be issued at the same price as shares of the initial offering,
■ decide that the nominal amount of the capital increase
decided by virtue of this resolution shall be subject to the limits,
when applicable of the aggregate nominal amount set above
by point three of the thirteenth and fourteenth resolutions,
■ grant the authorization provided for under this resolution
for 26 months from the date of this meeting and duly note
that this authorization cancels as of today and replaces
the previous authorization granted by the eleventh resolution
of the shareholders' meeting of April 22, 2005, unused
to date and destined for the same purpose.