- resolves that shares granted will vest at the end of a vesting period whose duration will be set by the Board of Directors, it being understood that this duration cannot be less than that provided by the French Commercial Code on the day of the Board of Directors’ decision, and that the beneficiaries must retain said shares for a period set by the Board of Directors, it being specified that the cumulative duration of the vesting and retention periods cannot be less than that provided for by the French Commercial Code on the day of the Board of Directors’ decision. However, the Shareholders Meeting authorizes the Board of Directors, insofar as the vesting period for all or part of one or more allocations would be at least two (2) years, to impose no retention period for the shares considered. For all intents and purposes, remember that the Board of Directors has the option to determine different vesting and retention periods according to regulatory provisions in effect in the country of residence of the beneficiaries;
- resolves that the vesting of existing shares and/or shares newly issued to employees could be subject to fulfilling a presence condition and one or more performance conditions that the Board of Directors will determine;
- further resolves that in the event of disability of the beneficiary corresponding to classification in the second or third of the categories provided for in article L.341-4 of the French Social Security Code, or equivalent case abroad, the shares will be vested before the end of the vesting period and will be freely transferable from their delivery;
- notes that in the case of granting new restricted shares, this authorization will entail, as and when said shares vest, a capitalization of reserves, profits or premiums for the benefit of the beneficiaries of said shares and a waiver in accordance by shareholders for the benefit of beneficiaries of said shares of their preferential subscription rights to said shares;
- delegates full power to the Board of Directors, with option to subdelegate within the law and regulations, to implement this authorization under the conditions above and within the limits authorized by current law, in particular:
- to determine if the restricted shares granted are existing shares or shares to be issued,
- to determine the identity of the beneficiaries or of the categories of beneficiaries, the allocation of shares and the number of shares granted to each of them,
- to set the terms and conditions for issues that will occur pursuant to this authorization and the vesting date for the new shares,
- as applicable, to make adjustments to the rights of beneficiaries in the event of transactions related to Company equity in order to preserve them,
- to note the vesting dates and the dates from which the shares could be freely transferred, taking into account legal restrictions,
- if new shares are issued, to charge, as applicable, to reserves, profit or issue premiums of its choice the sums necessary to release said shares,
- to note any capital increases carried out and accordingly amend the bylaws,
- to provide for the option of temporarily suspending allocation rights in the event of financial transactions,
- and, generally, do everything useful and necessary within current laws and regulations;
- acknowledges that this authorization cancels, with effect from this day, the authorization granted to the Board of Directors for the same purpose on December 14, 2021 in its twentieth resolution.
Nineteenth resolution
(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)
The Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings, takes note of the Board of Director’s report and the report of the Statutory Auditors in accordance with the provisions of articles L.225-129 et seq., L.22-10-49 et seq. and L.225-138-1 of the French Commercial Code and those of articles L.3332-18 to L.3332-24 of the French Labor Code:
- delegates to the Board of Directors, with option to subdelegate within the law, its authorization to increase the Company’s capital on one or more occasions, 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, by issuing ordinary shares and/or transferable securities giving access by any means, immediately and/or in the long term, to the Company’s capital reserved for members of one or more Employee Share Plans (or any other plan for members of which articles L.3332-1 et seq. of the Labor Code or any similar law or regulation allow the reservation of a capital increase under equivalent conditions) implemented within the Group constituted by the Company and companies, French or foreign, falling within the scope of consolidation or combination of the Company’s accounts under article L.3344-1 of the Labor Code;
- sets the duration of validity at twenty-six (26) months from the date of this Meeting and resolves that it cancels, with effect from this day, any the delegation of authorization for the same purpose in the nineteenth resolution of the Combined Annual Shareholders Meeting of December 14, 2021;
- resolves that the total number of new shares that could be issued under this delegation may not represent a percentage greater than 1.5% of the share capital on the day of the Board of Directors’ decision. The amount of issues carried out pursuant to this authorization will be deducted from the overall ceiling of a total maximum nominal amount of 85 million euros provided for in the sixteenth resolution (subject to its adoption by this Shareholders Meeting) or, where applicable, from the amount of the overall ceiling possibly provided for by a subsequent resolution during the period of validity of this authorization, and, where applicable, the additional amount of shares of the Company to be issued will be added to this ceiling, 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;
