2006 - Interparfums

SIXTEENTH RESOLUTION
Authority granted to the board of directors to proceed
with capital increases reserved for employees in
accordance with article L.225-129 -6 of the french
commercial code and entailing the suspension of
shareholders’ preemptive rights (€500,000)
The shareholders by virtue of the preceding resolutions, in
accordance with the conditions of quorum and majority
applicable to extraordinary shareholders' meetings and after
reviewing the Board of Directors' report and the Auditors'
special report in accordance with articles L.225-129-2,
L.225-129-6, L.225-138 and L. 225-138-1 of the French
Commercial Code and L. 443-1 and L. 443-5 of the French
Labor Code:
■ grant authority to the Board of Directors Board of Directors,
which the latter may further delegate as permitted by law, at
its sole discretion, to increase the capital, in one or more
transactions in amounts and at times of its choosing to issue
common stock reserved for employees of the company or
affiliated companies in accordance with applicable laws
belonging to a company savings plan,
■ waive in favor of employees entitled to benefit from capital
increases that may be decided by virtue of this authorization,
the preemptive rights of shareholders to new shares that shall
be issued,
■ limit the maximum nominal amount of capital increases
under this authorization to €500,000, it being specified that (i)
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 access to equity securities of the company and (ii)
the nominal amount of capital increases permitted under this
authorization shall be included under the maximum amount
authorized under the seventeenth resolution,
■ grant full authority to the Board of Directors within the
above limits and conditions for the purpose of implementing
the authority hereby granted, including notably to:
- determine the list of grantees of this authorization, the
number of shares to be granted to each qualifying employee
and the issue price, subject to the limits imposed by article
L.225-138-1 of the French Commercial Code and L.443-5
of the French Labor Code, that may not exceed the average
price of the 20 trading days preceding the decision setting
the beginning of the subscription period, nor less than 20%
this average (or 30% when the waiting provided for by the
plan in accordance with article L. 443-6 of the French Labor
Code is greater than or equal to 10 years),
- determine the dates and procedures for the capital
increase(s),
- receive applications for shares and determine the
procedures for their payment,
- produce a supplemental report describing the final terms of
the offering, and in general, take all measures and undertake all
formalities required for the issue, the listing of the securities and
custodial and related services for securities covered by this
authorization, and amend the articles of bylaws in consequence.
■ grant the authorization provided for under this resolution for
26 months from the date of this meeting.
SEVENTEENTH RESOLUTION
Maximum aggregate amount of capital increases
conferring present or future rights from authorizations
The shareholders by virtue of the preceding resolutions,
in accordance with the conditions of quorum and majority
applicable to extraordinary shareholders’ meetings and after
reviewing the Board of Directors' report, set in accordance
with article L. 225-129-2 of the French Commercial Code,
a maximum amount of €25.5 million for present or future
capital increases by virtue of the authorizations granted to
the Board of Directors under the twelfth, thirteenth, fourteenth
and sixteenth resolutions, not including the consequences
of adjustments that might be made, in compliance with
the law pursuant to issuance of securities conferring future
rights to capital, it being specified within this limit:
■ the capitalization of reserves covered by the twelfth
resolution may not result in a capital increase of more than
€15 million,
■ share issues maintaining the preemptive rights of
shareholders covered by the thirteenth resolution, after taking
into account the number of shares issued, when applicable,
in application of the fifteenth resolution, may not result in a
capital increase of more than €5 million,
■ issues entailing the suppression of shareholders'
preemptive rights covered by the fourteenth resolution, after
taking into account the increase in the number of shares
issued by virtue of the fifteenth resolution, may not result
in a capital increase of more than €5 million,
■ employee share issues covered by the sixteenth resolution
may not result in a capital increase of more than €500,000.
All these amounts that remain subject to the maximum
authorized capital increase do not take into account the
consequences of adjustments that might be made,
in compliance with the law pursuant to issuance of securities
conferring future rights to capital.
EIGHTEENTH RESOLUTION
Authorization granted to the boead of directors to reduce
the capital by the cancellation of treasury shares
The shareholders, in accordance with the conditions of
quorum and majority that apply at extraordinary shareholders
meetings, and after reviewing the report of the Board of
Directors and the special report of the Auditors and the tenth
resolution of the ordinary general meeting of this day
authorizing the company to purchase its own shares:
■ authorize the Board of Directors to cancel, at its own
discretion, through one or more transactions, at amounts and
times of its choosing, treasury shares acquired within the
framework of article L. 225-209 of the French Commercial
Code, not to exceed 5% of the common stock outstanding
and by period of 24 months, reducing the authorized capital
in due proportion, in accordance with applicable laws and
regulations,
■ this authorization is for 18 months from this meeting and
replaces the previous authorization by the shareholders'
meeting of April 28, 2006 that was not used,
■ grant full authority to the Board of Directors, with the
possibility of further delegating to any person so authorized
by law, through one or more transactions, to reduce the
capital, to notably determine the final amount of the capital
reduction and the terms and procedures and record the
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