Purpose
The sixteenth resolution proposes to ensure the financing of the Group’s growth investments, to renew, for a new period of 26 months, the authorization allowing the Board of Directors to decide to issue shares and/or securities giving access to the capital of the Company or the allocation of debt securities, outside the public offer period on the shares of the Company until the end of the offer period, with maintenance of shareholders’ preferential subscription rights.
Under this resolution, if irreducible subscriptions and, where applicable, reducible subscriptions do not absorb the entire issue of shares or securities, the Board of Directors may decide to publicly offer the unsubscribed shares or securities, totally or partially.
The subscription price for shares or securities that could be issued pursuant to this authorization would be set by the Board of Directors, in accordance with French legal and regulatory provisions and market practice.
The maximum nominal amount of the capital increases that could be done pursuant to this authorization would be set at 85 million euros (or approximately 14% of share capital) and the maximum nominal amount of debt securities would be set at 1 billion euros. The 85 million euros ceiling referred to above includes the amounts of capital increases that would be carried out pursuant to the twentieth resolution below, making it possible to issue shares or securities reserved for employees for an Employee Share Plan.
The previous authorization granted at the Combined Shareholders Meeting of December 14, 2021 for the same purpose was not used by the Board of Directors.
Purpose
The seventeenth resolution aims to renew, also for a duration of 26 months, the authorization allowing the Board of Directors to decide on, outside the public offer period on the Company’s shares until the end of the offer period, one or more capital increases by capitalizing all sums allowed by legal and corporate rules (profit, reserves or premiums). The maximum amount of any capital increases that could be carried out in this way is set at 85 million euros.
The Board of Directors would have full power to set the maximum amount and type of the sums to capitalize as well as the number of new shares to issue.
The previous authorization granted at the Annual Shareholders Meeting of December 14, 2021 for the same purpose was not used by the Board of Directors.
Purpose
The eighteenth resolution invites shareholders to renew the authorization of the Board of Directors, conferred by the Combined Annual Shareholders Meeting on December 14, 2021 in its twentieth resolution, to grant existing and/or newly issued shares of the Company free of charge to employees and Corporate Officers of the Group.
Shares granted to employees cannot exceed a number of existing and/or new shares greater than 2.5% of the share capital on the day of the decision of the Board of Directors, for the entire duration of the authorization, reduced from 36 to 26 months, and cannot exceed 1.5% of this capital during the same fiscal year.
Vesting would be subject to fulfilling a presence condition throughout the vesting period of a duration of three (3) years, and in some cases, performance conditions set by the Board of Directors according to the compensation policy put to the vote of the shareholders.
Shares granted to the Chief Executive Officer could not represent more than 8% of all the restricted shares granted during the fiscal year and vesting should be, except in the case of external recruitment to compensate for the loss of previous compensation or benefits, entirely conditional on fulfilling a presence condition and several performance conditions determined by the Board of Directors.
The Board of Directors considers that the conditions of the plans in progress reflect a good balance between the Company’s performance, the trust of investors in the Group and corporate responsibility.
This authorization would be valid for a period of twenty-six (26) months.
Further information on the long-term incentive plan and its implementation appears in Section 7.4.5 of the 2023 Universal Registration Document.
