Universal Registration Document - Fiscal 2023

9. Combined Shareholders meeting of December 15, 2023

  1. resolves that the issue price of the new shares or securities giving access to the capital that could be issued under this authorization will be determined under the conditions in article L.3332-19 et seq. of the Labor Code and will be at least equal to 80% of the average of the opening prices of the Company’s shares on Euronext Paris during the twenty trading sessions preceding the day of the decision setting the opening date for subscription for members of an Employee Share Plan (or a similar plan), it being specified that the Board of Directors, if it deems it appropriate, may reduce or eliminate the above- mentioned discount, within the legal and regulatory limits, in particular in order to take into account, inter alia, locally applicable legal, accounting, tax and social regimes;
  2. authorizes the Board of Directors to grant, free of charge, to the beneficiaries indicated above, in addition to the shares or securities giving access to the capital to be subscribed in cash, shares or securities giving access to the capital newly issued or already issued, as a replacement for all or part of the discount and/or matching contribution, it being understood that the profit resulting from this allocation may not exceed the legal or regulatory limits applicable under the terms of articles L.3332-21 et seq. of the Labor Code;
  3. decides to eliminate, for the benefit of the beneficiaries indicated above, the preferential subscription rights of shareholders to the shares and securities given access to the capital whose issue is the subject of this authorization, as well as to the shares to which said securities will give rights;
  4. authorizes the Board of Directors, under the conditions of this authorization, to carry out transfers of shares to the beneficiaries indicated above as provided for in article L.3332-24 of the Labor Code, specifying that transfers of shares carried out at a discount for members of one or more Employee Share Plans referred to in this resolution will be deducted up to the par value of the shares thus transferred from the amount of the ceilings referred to in paragraph 3 above;
  5. resolves that the Board of Directors will have full power to implement this resolution, with the option to subdelegate within the law, and in particular to establish within the law the list of companies whose beneficiaries indicated above will be able to subscribe to the shares or securities giving access to the capital thus issued and benefit, where applicable, from the shares or securities giving access to the capital allocated free of charge, set the terms and conditions of the transactions, set the issue price or the discount, and set the dates and terms of the issues which will be carried out under this delegation, set the opening and closing dates for subscriptions, the vesting dates, even retroactively, the terms of release of shares, grant deadlines for the release of shares, request the admission to the stock market of the shares created wherever it advises, note the completion of capital increases up to the amount of shares which will actually be subscribed, carry out, directly or through an agent, all operations and formalities linked to increases in share capital, including amending the bylaws accordingly, and on its sole decision, if it deems it appropriate, to charge the costs of the capital increases to the amount of the premiums relating to these increases and to deduct from this amount the sums necessary to bring the legal reserve to a tenth of the new capital resulting from these capital increases;
  6. notes that on the assumption that the Board of Directors will use 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.
Twentieth resolution: Reduction of the Company’s share capital through the cancellation of treasury shares

Purpose

In the twentieth resolution, shareholders are invited to renew the authorization granted to the Board of Directors to reduce the share capital by canceling treasury shares. The capital reductions carried out pursuant to this authorization in any 24-month period would be subject to the same ceiling as that provided for in the sixteenth resolution,i. e., 10% of the Company’s share capital. This authorization would be granted for a period of twenty-six (26) months.

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.

Twentieth resolution

(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELLING TREASURY SHARES)

Having considered the Board of Directors’ Report and the Statutory Auditors’ Special Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings and in accordance with articles L.22-10-62 et seq. of the French Commercial Code, authorizes the Board of Directors to cancel, on one or more occasions, some or all of the shares purchased by the Company under the shareholder-approved share buyback program and to reduce the share capital accordingly. The canceled shares may not represent more than 10% of the total number of shares making up the Company’s share capital as of the date of this Shareholders Meeting (i.e., as an indication, a maximum of 14,745,488 shares as at August 31, 2023) in any period of twenty-four (24) months.

The Shareholders Meeting gives full powers to the Board of Directors – with powers to subdelegate within the law – to perform such transactions relating to the cancellation and reduction of capital as may be required pursuant to this authorization, and in particular to charge the difference between the purchase price of the canceled shares and their nominal amount against the related premiums or available reserves, including the legal reserve, to amend the bylaws accordingly, to make all filings and carry out other formalities, and generally do all that is necessary for the implementation of this resolution.

The Shareholders Meeting acknowledges that this authorization is granted for a period of twenty-six (26) months from the date of this Meeting and cancels, with effect from this day, any unused portion of the authorization granted for the same purpose in the sixteenth resolution of the Combined Annual Shareholders Meeting of December 14, 2021.