- 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;
- 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.
Seventeenth resolution
(DELEGATION OF AUTHORITY TO BE GIVEN TO THE BOARD OF DIRECTORS IN ORDER TO INCREASE THE SHARE CAPITAL BY CAPITALIZING PREMIUMS, RESERVES OR PROFITS)
The Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, having taken note of the Board of Director’s report, in accordance with the provisions of articles L.225-129 to L.225-129-2, L.225-130 and L.22-10-50 of the French Commercial Code:
- delegates to the Board of Directors, with option to subdelegate under the conditions set by law, its authority to decide, on one or more occasions, to carry out a capital increase, in the amount and at the times and according to the conditions that it will assess, by capitalizing all or part of the premiums, reserves or profits allowed by law and the Company bylaws, in the form of restricted share grants or increase in the par value of existing shares, or by the joint use of these two processes;
- 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;
- resolves that if the Board of Directors decides to use this delegation of authority, the maximum nominal value 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;
- gives full power to the Board of Directors, with option to subdelegate within the law, to implement this delegation of authority and establish all the terms and conditions of authorized operations, and in particular to:
- set the amount and nature of the sums to capitalize, set the number of shares to issue and/or the amount by which the par value of the existing shares making up the share capital will be increased, set the date, even retroactively, from which the new shares will bear rights or on which the increase in the par value of the existing shares will take effect,
- in the event that new shares are issued, resolve that (i) the rights forming fractional shares will not be negotiable and that the corresponding shares will be sold, and that the sums arising from the sale will be allocated to the holders of the rights under the conditions provided for by law and regulation and (ii) the shares that will be allocated under this delegation in respect of old shares benefiting from double voting rights and/or the right to the increased dividend will benefit from this right when issued,
- perform all adjustments in order to account for the impact of the operations on the Company’s capital or equity and set the terms by which, as applicable, the preservation of the rights of holders of securities giving access to capital will be ensured in accordance with the applicable legal, regulatory or contractual provisions,
- note the performance of each capital increase and make corresponding amendments to the bylaws,
- charge the costs of the capital increases to the amount of the related premiums and deducts from this amount the necessary sums to endow the legal reserve.
- pass all agreements, take all measures and perform all formalities useful to the issue, listing and financial service of securities issued under this authorization as well as the exercise of the rights attached thereto,
- and generally to do everything necessary to implement this resolution;
- acknowledges that this authorization cancels, with effect from this day, the authorization granted for the same purpose in the eighteenth resolution of the Combined Annual Shareholders Meeting of December 14, 2021.
Eighteenth resolution
(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)
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 report of the Statutory Auditors:
- authorizes the Board of Directors, under the provisions of articles L.225-197-1 and L.22-10-59 et seq. of the French Commercial Code, with option to subdelegate within the law, to grant, on one or more occasions, existing and/or newly issued restricted shares of the Company, to employees and/or Corporate Officers of the Company or of companies or groupings affiliated to it under the conditions provided for in article L.225-197-2 of the French Commercial Code, or certain categories of them;
- sets at twenty-six (26) months from the date of this Meeting, the period in which this authorization remains valid;
- resolves that shares granted under this authorization may not relate to a number of existing and/or new shares representing a percentage greater than 2.5% of the share capital on the day the Board of Directors decides to make the allocation, not to exceed 1.5% of this share capital during the same fiscal year, without taking into account adjustments that may be made in accordance with legal and regulatory provisions and, where applicable, contractual stipulations providing for other cases of adjustment to preserve the rights of holders of securities giving access to capital;
- resolves that existing and/or new shares allocated under this authorization may benefit the Chief Executive Officer of the Company, within the law, it being specified (i) that these shares may not represent more than 8% of the all restricted shares granted during each fiscal year by the Board of Directors (subject to the adjustments mentioned in the previous section), (ii) that vesting of all of these shares must be conditional to fulfilling a presence condition, and, except in the case of external recruitment to compensate for the loss of previous compensation or benefits (so as to reflect the nature, risk profile and vesting horizon of the lost benefits), several performance conditions that the Board of Directors will determine and (iii) that the Board of Directors will set the quantity of restricted shares granted that the Chief Executive Officer of the Company will be required to keep in registered form until the termination of his/her office;
