6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of
Foreign Private Issuer
Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of 1934
Date of Report: June 27, 2018
Commission File Number: 001-36891
Cellectis
S.A.
(Exact Name of registrant as specified in its charter)
8, rue de la Croix Jarry
75013 Paris, France
+33
1 81 69 16 00
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒
Form 40-F ☐
Indicate by
check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
General Meeting
Cellectis S.A. (the Company) held its Combined Ordinary and Extraordinary General Meeting (the Meeting) on June 26, 2018. Filed as
Exhibits 99.1 and 99.2 hereto are the press release and the voting results for the Meeting, respectively.
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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CELLECTIS S.A. |
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(Registrant) |
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June 27, 2018 |
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By: |
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/s/ André Choulika |
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André Choulika |
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Chief Executive Officer |
3
EX-99.1
Exhibit 99.1
PRESS RELEASE
Cellectis S.A. Reports Results from Annual General Meeting
Held on June 26, 2018
June 27, 2018 (4:30pm CEST) New York (N.Y.) Cellectis S.A. Annual General Meeting (Euronext Growth: ALCLS
Nasdaq: CLLS) was held on Tuesday, June 26, 2018 in Paris, at its head office.
At the meeting, during which more than 64% of voting rights
were exercised, all the resolutions for which the management recommended a vote in favor, were adopted.
The resolutions adopted by Cellectis
shareholders included notably:
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Approval of the annual financial statements for the financial year ended December 31, 2017; |
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Approval of the consolidated financial statements for the financial year ended December 31, 2017. |
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Renewal of the term of office of Director of Mr. André Choulika, Mr. David Sourdive and Mr. Alain Godard; |
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Renewal of the term office of Ernst & Young et Autres, and J.M.H. Conseil as Companys Statutory Auditors. |
The full results of the vote can be examined on the companys website www.cellectis.com/en/investors/general-meetings/
About Cellectis
Cellectis is a clinical-stage
biopharmaceutical company focused on developing a new generation of cancer immunotherapies based on gene-edited T-cells (UCART). By capitalizing on its 18 years of expertise in gene editing built on its
flagship TALEN® technology and pioneering electroporation system PulseAgile Cellectis uses the power of the immune system to target and eradicate cancer cells.
Using its life-science-focused, pioneering genome engineering technologies, Cellectis goal is to create innovative products in multiple fields and with
various target markets.
Cellectis is listed on the Nasdaq market (ticker: CLLS) and on Euronext Growth (ticker: ALCLS). To find out more about us, visit
our website: www.cellectis.com
Talking about gene editing? We do it. TALEN® is a
registered trademark owned by Cellectis.
For further information, please contact:
Media contacts:
Jennifer Moore, VP of Communications, 917-580-1088, media@cellectis.com
Caitlin Kasunich, KCSA Strategic
Communications, 212-896-1241, ckasunich@kcsa.com
IR contact:
Simon Harnest, VP of Corporate Strategy and Finance, 646-385-9008,
simon.harnest@cellectis.com
###
EX-99.2
Exhibit 99.2
CELLECTIS - COMBINED SHAREHOLDERS MEETING - JUNE 26,
2018
VOTING RESULTS
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Ordinary General Meeting |
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# |
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RESOLUTION |
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RESULTS |
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FOR |
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AGAINST |
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ABSTAIN |
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1 |
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Approval of the financial statements for the financial year ended December 31, 2017 |
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Adopted |
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99,80 |
% |
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0,20 |
% |
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0 |
% |
2 |
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Approval of the consolidated financial statements for the financial year ended December 31, 2017 |
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Adopted |
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99,80 |
% |
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0,20 |
% |
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0 |
% |
3 |
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Allocation of income for the financial year ended December 31, 2017 |
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Adopted |
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99,80 |
% |
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0,20 |
% |
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0 |
% |
4 |
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Review of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code |
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Adopted |
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91,22 |
% |
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8,78 |
% |
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0 |
% |
5 |
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Setting the amount of the attendance fees for non-executive directors |
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Adopted |
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93,87 |
% |
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6,13 |
% |
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0 |
% |
6 |
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Renewal of the term of office of director of Mr. André Choulika |
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Adopted |
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96,03 |
% |
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3,97 |
% |
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0 |
% |
7 |
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Renewal of the term of office of director of Mr. David Sourdive |
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Adopted |
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96,17 |
% |
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3,83 |
% |
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0 |
% |
8 |
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Renewal of the term of office of director of Mr. Alain Godard, independent director according to the rules of the U.S. Securities and Exchange Act of 1934 (the Exchange Act) and Nasdaq Stock Market |
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Adopted |
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93,04 |
% |
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6,96 |
% |
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0 |
% |
9 |
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Renewal of the term of office of J.M.H. Conseil, as the Companys Statutory Auditors |
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Adopted |
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94,01 |
% |
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5,99 |
% |
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0 |
% |
10 |
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Renewal of the term of office of Ernst & Young et Autres, as the Companys Statutory Auditors |
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Adopted |
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99,79 |
% |
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0,21 |
% |
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0 |
% |
11 |
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Approval for the regulation pertaining to the stock options or stock purchase plan adopted by the Board of Directors on October 11, 2017 |
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Adopted |
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88,98 |
% |
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11,02 |
% |
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0 |
% |
12 |
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Authorization to be given to the board of directors to buy back Company shares |
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Adopted |
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97,20 |
% |
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2,80 |
% |
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0 |
% |
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Extraordinary General Meeting |
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# |
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RESOLUTION |
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RESULTS |
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FOR |
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AGAINST |
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ABSTAIN |
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13 |
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Authorization to be given to the board of directors for the purpose of reducing the share capital through the cancellation of shares in the context of the authorization to buy back its own shares |
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Adopted |
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98,31 |
% |
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1,69 |
% |
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0 |
% |
14 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital immediately or in the future by issuing ordinary shares and/or any securities, with a waiver of the
preferential subscription rights of the shareholders, in favor of a category of persons meeting specific characteristics |
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adopted |
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81,21 |
% |
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18,79 |
% |
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0 |
% |
15 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares or of any securities with a waiver of the preferential
subscription rights of the shareholders, in favor of a category of persons ensuring the underwriting of the Companys equity securities that may arise as part of an equity line financing or bond financing |
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adopted |
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81,21 |
% |
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18,79 |
% |
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0 |
% |
16 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital by issuing ordinary shares or any securities while maintaining the preferential subscription rights of
the shareholders |
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adopted |
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83,25 |
% |
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16,75 |
% |
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0 |
% |
17 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or any securities, with a waiver of the preferential
subscription rights of the shareholders through a public offering |
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adopted |
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81,27 |
% |
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18,73 |
% |
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0 |
% |
18 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital through the issuance of ordinary shares and/or of any securities, with a waiver of the preferential
subscription rights of the shareholders, through an offer to qualified investors or a restricted circle of investors within the meaning of paragraph II of article L. 411-2 of the French monetary and financial
code |
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adopted |
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81,21 |
% |
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18,79 |
% |
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0 |
% |
19 |
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Delegation granted to the board of directors to increase the number of securities to be issued in case of any share capital increase with or without preferential subscription rights |
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adopted |
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81,25 |
% |
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18,75 |
% |
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0 |
% |
20 |
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Setting the overall limitations to the amount of issuances made under the above mentioned delegation |
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adopted |
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84,48 |
% |
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15,52 |
% |
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0 |
% |
21 |
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Delegation of authority to be granted to the board of directors for the purpose of increasing the share capital by incorporation of premiums, reserves, profits or other |
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adopted |
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99,69 |
% |
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0,31 |
% |
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0 |
% |
22 |
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Authorization to be given to the board of directors to grant options to subscribe for or purchase Companysw shares |
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adopted |
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68,29 |
% |
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31,71 |
% |
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0 |
% |
23 |
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Authorization to be given to the board of directors for the allocation of free shares existing and/or to be issued in the future |
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adopted |
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68,37 |
% |
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31,63 |
% |
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0 |
% |
24 |
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Delegation of authority to be granted to the board of directors to issue warrants to the benefit of a category of persons meeting specific characteristics |
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adopted |
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68,36 |
% |
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31,64 |
% |
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0 |
% |
25 |
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Delegation of authority to be granted to the board of directors for the purpose of issuing warrants to subscribe to and/or acquire redeemable shares (BSAAR) or share subscription warrants, with a waiver of the
preferential subscription rights of the shareholders in favor of the following category of beneficiaries: employees and corporate officers of the Company and its subsidiaries |
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adopted |
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68,36 |
% |
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31,64 |
% |
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0 |
% |
26 |
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Authorization for the board of directors to freely allocate preferred shares of the Company to the employees and/or the executive officers of the Company and its subsidiaries entailing the waiver by the shareholders
of their preferential subscription rights |
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adopted |
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74,46 |
% |
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25,54 |
% |
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0 |
% |
27 |
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Setting the overall limitations to the amount of issues made under the above-mentioned authorizations and delegations |
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adopted |
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78,89 |
% |
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20,11 |
% |
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0 |
% |
28 |
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Removal of the obligation to submit certain decisions to the board of directors approval, as listed in Article 14.1.1. § 4 of the bylaws |
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adopted |
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78,63 |
% |
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21,37 |
% |
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0 |
% |
29 |
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Delegation to be granted to the board of directors for the purpose of an increase in the share |
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