Fiscal 2021 Universal Registration Document

• 6. resolves that the vesting of the existing and/or newly issued shares granted may be subject to (i) the beneficiary remaining with the Group throughout the vesting period and (ii) the achievement of one or more performance conditions as set by the Board of Directors;
• 7. resolves that, if a beneficiary is subject to a category 2 or 3 disability as defined in article L.341-4 of the French Social Security Code or the equivalent in another country, the shares granted to him or her will vest immediately, i.e. before the end of the vesting period, and will be freely transferable as from the date they are delivered;
• 8. notes that if newly issued shares are granted, this authorization will result, as and when the shares vest, in a capital increase by capitalizing reserves, profit or issue premiums for the benefit of the beneficiaries, and will entail an automatic waiver by the shareholders of their preferential subscription rights to the shares, in favor of the beneficiaries;
• 9. confers full powers on the Board of Directors, with powers to subdelegate within the law , to implement this authorization under the conditions described above and within the limits prescribed by the applicable rules and regulations, and in particular to:
  • determine whether the shares granted will be existing or newly issued shares,
  • determine the list of beneficiaries, or the category or categories of beneficiaries, and the number of shares to be granted in each case,
  • set the terms and conditions of the share issues to be carried out pursuant to this authorization and the entitlement dates of the new shares,
  • make all adjustments to beneficiaries’ rights that may be required in the event of transactions affecting the Company’s capital during the vesting period in order to safeguard said rights,
  • record the vesting dates of the shares granted and the dates from which the shares will be freely transferable, taking into account the applicable legal restrictions,
  • if new shares are issued, charge, if applicable, the amounts required to pay for these shares against the reserves, profit or issue premiums of its choice,
  • record the completion of each capital increase and amend the bylaws accordingly,
  • provide for the possibility of temporarily suspending the grant rights in the case of a financial transaction, and
  • generally, do everything that may be useful or necessary under the applicable laws and regulations;
• 10. acknowledges that this authorization cancels from this day the unused portion of the authorization to the same effect granted in the eighteenth resolution of the January 22, 2019 Combined Annual Shareholders Meeting.

Twenty-first resolution

(POWERS TO CARRY OUT FORMALITIES)

The Shareholders Meeting confers full powers on the bearer of an original, copy or extract of the minutes of this Shareholders Meeting to carry out all filing and publication formalities required by law.