Universal Registration Document - Fiscal 2023

Sixteenth resolution

(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)

The Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings, having taken note of the Board of Director’s Report and the special report of the Statutory Auditors, in accordance the French Commercial Code and especially articles L.225-129 to L.225-129-6, L.22-10-49, L.225-132 to L.225-134 and L.228-91 to L.228-93 et seq., and after having noted the full release of the share capital:

1. delegates to the Board of Directors, with option to subdelegate under the conditions set by law, the authority to decide on one or more capital increases, while maintaining the preferential subscription right through the issue, in France or abroad, in the proportion and at the times it determines, in euros, or in any other currency or unit of account established by reference to several currencies, ordinary shares and/or any other transferable securities giving access by any means, immediately and/or in the long term, to new or existing ordinary shares of the Company, it being specified that the release of ordinary shares and other transferable securities may be carried out, in whole or in part, either in cash or by offsetting debts;
2. sets the duration of the validity of this authority at twenty-six (26) months from the date of this Shareholders Meeting, specifying, however, that the Board of Directors may not use it during a public offer period for the Company’s shares until the end of the offer period;
3. resolves that if the Board of Directors uses this authorization:
   • the total maximum nominal amount of capital increases that could be carried out under this delegation is set at 85 million euros or the equivalent of this amount in any other currency or unit of account established by reference to several currencies, specifying that the overall maximum nominal amount of capital increases that could be carried out under this authorization and the one granted under the nineteenth resolution (subject to its adoption by this Shareholders Meeting) is set at an overall ceiling of 85 million euros or the equivalent of this amount in any other currency or unit of account established by reference to several currencies, amounts to which will be added, as applicable, the additional amount of shares to be issued to preserve, in accordance with legal and regulatory provisions and, where applicable, contractual stipulations providing for other cases of adjustment, the rights of holders of securities giving access to capital,
   • the total maximum nominal amount of issuance of debt securities giving access to the capital, immediately or in the future, may not exceed 1 billion euros or the equivalent of this amount in any other currency or unit of account established by reference to several currencies,
   • the shareholders may exercise, under the conditions provided for by French law, their preferential subscription right on an irreducible basis, the Board of Directors having the option to confer to shareholders the subscription right on a reducible basis to a number of ordinary shares or securities greater than what they could subscribe to on an irreducible basis, proportionally to the subscription right available to them, in any case, within the limits of their request,
   • if the irreducible subscriptions and, as applicable, the reducible subscriptions have not absorbed all the shares or securities issued under this resolution, the Board of Directors may, in the order it deems appropriate, use one or more of the options offered by article L.225-134 of the French Commercial Code,
   • the decision to issue securities carrying rights to access the capital will entail, for the benefit of the holders of the securities issued, an express waiver of the shareholders of their preferential right to subscribe to equity securities to which the issued securities will give right;
4. gives full power to the Board of Directors with powers to subdelegate within the law, to implement this delegation of authority and, in particular, to set the conditions of issue, the nature, the price, the number and the characteristics of the securities giving access to the capital, as well as the vesting date, even retroactively, of the securities issued pursuant to this resolution, the terms of allocation of the capital securities to which these securities give right as well as the dates on which the allocation rights may be exercised, at its sole initiative, to charge the costs of capital increases to the amount of the related premiums and to deduct from this amount the sums necessary to endow the legal reserve, to make all adjustments intended to take into account the impact of operations on the Company’s capital or equity and to establish any other terms to ensure, where applicable, the preservation of the rights of holders of securities giving access to the capital (including by way of adjustments in cash) in accordance with applicable legal, regulatory or contractual agreements, to provide for the option to suspend the exercise of the rights attached to the securities issued or to be issued in accordance with the legal and regulatory provisions, to record the completion of capital increases, to amend the bylaws accordingly, to complete the required formalities, to pass any agreement, in particular for achieving the successful completion of the planned issuance, to take all measures and carry out all formalities useful for the issuance, listing and financial service of the securities issued under this authorization as well as the exercise of the rights attached thereto, and generally do everything necessary for the implementation of this resolution;
5. notes that this delegation of authority cancels from this day the authorization for the same purpose granted by the Combined Shareholders Meeting of December 14, 2021 in its seventeenth resolution;
6. notes that, in the event that the Board of Directors uses the authorization granted to it by this resolution, the Board of Directors will give a report to the next Ordinary Shareholders Meeting in compliance with French law and regulations.