Universal Registration Document - Fiscal 2023

9.1 Agenda

9. Combined Shareholders meeting of December 15, 2023

9.1 Agenda

9.1 Agenda

Ordinary business

  1. Adoption of the individual company financial statements for Fiscal 2023.
  2. Adoption of the consolidated financial statements for Fiscal 2023.
  3. Appropriation of net income for Fiscal 2023; determination of the dividend amount and payment date.

Extraordinary business

  1. Amendment of article 17 (Appropriation and distribution of earnings) of the Company's Bylaws.
  2. Suspension, on an exceptional basis, of the dividend premium with regard to the distribution in-kind of Pluxee shares.

Ordinary business

  1. Reappointment of Sophie Bellon as a director for a three-year (3-year) term.
  2. Reappointment of Nathalie Bellon-Szabo as a director for a three-year (3-year) term.
  3. Reappointment of Federico J. González Tejera as a director for a three-year (3-year) term.
  4. Appointment of Gilles Pélisson as a director for a three-year (3-year) term.
  5. Approval of the components of compensation paid during or awarded for Fiscal 2023 to Sophie Bellon, Chairwoman and Chief Executive Officer.
  6. Approval of the information related to the compensation of corporate officers and directors, as referred to in article L.22-10-9 I of the French Commercial Code.
  7. Determination of the maximum total annual envelope for directors’ compensation.
  8. Approval of the compensation policy applicable to the directors.
  9. Approval of the compensation policy applicable to the executive officer.
  10. Authorization for the Board of Directors to purchase shares of the Company.

Extraordinary business

  1. Delegation of authority to be given to the Board of Directors in order to increase the share capital, with maintenance of preferential subscription rights, by issuing ordinary shares and/ or other securities giving access to the capital, immediately or in the future.
  2. Delegation of authority to be given to the Board of Directors in order to increase the share capital by capitalizing premiums, reserves or profits.
  3. Authorization to be given to the Board of Directors in order to make restricted grants of existing and/or newly issued shares in the Company for employees and/or corporate officers of the Group or some of them, with automatic waiver by shareholders of their preferential subscription rights.
  4. Delegation of authority to be given to the Board of Directors in order to increase the share capital, with cancellation of preferential subscription rights, by issuing ordinary shares and/ or other securities giving access to the capital, immediately or in the future, reserved for members of employee share plans.
  5. Authorization for the Board of Directors to reduce the Company’s share capital by canceling treasury shares.

Ordinary business

  1. Powers to carry out formalities.