Annual Report 2017

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Rothschild & Co | Annual Report 2017 95
1. Overview
4. Financial statements
3.
Management report
2. Business review
(1) To be deducted from the aggregate limit fixed by resolution No. 19 adopted by the General Meeting of shareholders of 28 September 2017 to €70 million for the share capital securities.
(2) To be deducted from the aggregate limit fixed by resolution No. 23 adopted by the General Meeting of shareholders of 29 September 2016 to €300 million for the debt instruments.
(3) It is specified that the increases of share capital with waiver of preferential subscription rights resulting from the implementation of the 18th, 19th and 25th authorisations to the Managing Partner
are capped at a common ceiling of €15 million.
(4) See details on page 55.
2 Delegations of authority granted by the shareholders of Rothschild & Co to the
Company’s Managing Partner relating to the share capital
The following table summarises the outstanding delegations granted to the Company’s Managing Partner remain in force and in use during the nine
months ended 31 December 2017.
Purpose Resolution
number
Individual
limit
Period of
validity
Use during the
2017 financial
year
Combined General Meeting of 28 September 2017
To issue shares, without preferential subscription rights, reserved for
(i) the Group’s employees and corporate officers and (ii) the foreign
subsidiaries in the context of the implementation of the stock option plans
17 Limited to 1.5% of
the share capital(1)
18 months None
To issue securities granting immediate or deferred access to the
share capital reserved for members of a corporate savings plan
18 Limited to a nominal
amount of €1 million(1)
26 months None
Combined General Meeting of 29 September 2016
To decrease, in one or several transactions, the share capital by
cancelling treasury shares
15 Limited to 10% of the share
capital per 24-month period
26 months None
To increase, in one or several transactions, the share capital by
incorporation of all or part of reserves, income or issue, merger or
contribution premiums, by granting bonus shares, by increasing the
par value of existing shares or by using such two methods jointly
16 Limited to a nominal
amount of €50 million
26 months None
To issue, in one or several transactions, transferable securities
with preferential subscription rights, giving access to the Company’s
share capital
17 Limited to a nominal amount
of €70 million (share capital
securities)(1) or €300 million
(debt instrument)(2)
26 months None
To issue, in one or several transactions, transferable securities
with waiver of preferential subscription rights, giving access to the
Company’s share capital by public offer
18 Limited to a nominal
amount of
€15 million(1)(3) (capital share
securities) or €200 million
(debt instrument)(2)
26 months None
To issue, in one or several transactions, transferable securities with
waiver of preferential subscription rights and free fixing of issue price,
giving access to the Company’s share capital
19 Limited to 10% of the share
capital per year(1)(3) (capital
share securities) or €200
million (debt instrument)(2)
26 months None
To increase the number of securities to be issued when increasing the
share capital with waiver or not of preferential subscription rights
20 To be deducted from the
individual limit as stipulated
in the resolution in respect
of the initial
issuance(1)(2)
26 months None
To grant options to subscribe for or purchase the Company’s shares to
employees and corporate officers of the Company and/or associated
companies
21 Limited to 10% of the
share capital as of the
date of the General
Meeting of shareholders of
29 September 2016(1) (with a
specific limit of 0.72% for the
Company’s executive officers)
38 months Share capital
increases
representing
117,500 shares
decided on 21
July 2017, 30
Nov. 2017 and
29 Dec. 2017
following the
exercise of
options(4)
To issue of ordinary shares in order to remunerate contributions in
kind granted to the Company consisting of equities or securities giving
access to the share capital
25 Limited to 10% of
the share capital(3)
26 months None
Combined General Meeting of 24 September 2015
To grant bonus shares to employees and corporate officers of the
Company and/or associated companies
14 5% of the share capital as
of the date of the decision
to grant bonus shares
38 months None