The Shareholders Meeting resolves that the maximum price paid for shares purchased under this resolution may not exceed 105 euros per share (excluding acquisition costs) or the equivalent of this amount on the same date in any other currency or monetary unit established by reference to several currencies, it being specified that in the event of a change in the par value of the Company’s shares, a capital increase carried out by capitalizing reserves, a free allocation of shares, a stock split or reverse stock split, the distribution of reserves or any other assets, a redemption of capital, or any other transaction affecting the Company’s capital or equity, such maximum price may be adjusted in order to take into account the impact of the transaction on the share price.
The Shareholders Meeting resolves that the total amount allocated to the share buyback program may not exceed 1.6 billion euros or the equivalent of this amount on the same date in any other currency or monetary unit established by reference to several currencies.
Treasury shares do not carry voting rights and are not eligible for dividends, the sum corresponding to unpaid dividends will be allocated to the retained earnings account.
The Shareholders Meeting grants full powers to the Board of Directors – with powers to subdelegate within the law – to decide on and act on this authorization, to clarify its terms if necessary and determine its specific details, to carry out share purchases, and in particular to:
The Shareholders Meeting acknowledges that the authorization is granted for a period of eighteen (18) months from the date of this meeting and cancels, with effect from this day, any unused portion of any prior authorization granted to the Board of Directors for the same purpose and in particular the authorization granted in the fifteen resolution of the Shareholders Meeting of December 15, 2023.
In the fourteenth resolution, shareholders are invited to renew, for a period of twenty-six (26) months, the authorization granted to the Board of Directors to reduce the share capital by canceling, on one or more occasions, up to a maximum of 10% of the share capital (in any 24-month period), all or some of the shares held or purchased by the Company under the share buyback program authorized by the Shareholders Meeting.
The difference between the purchase value of the cancelled shares and their nominal value would be charged to the ‘share premium’ account or to any available reserve account, including the legal reserve, up to a maximum of 10% of the capital reduction. The previous authorization granted at the Combined Shareholders Meeting of December 15, 2023 for the same purpose was not used by the Board of Directors and in the event of a favorable vote, this authorization would render it ineffective.
(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELING 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 – with powers to subdelegate within the law – to cancel, based on its own decisions, on one or more occasions, in the proportions and at the times it deems fit, some or all of the shares acquired or purchased by the Company under the shareholder- approved share buyback program pursuant to article L.22-10-62 of the French Commercial Code 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 of August 31, 2024) in any period of twenty-four (24) months, it being noted that this 10% limit applies to a number of shares that may be adjusted to reflect any transactions that may affect the share capital subsequent to this Shareholders Meeting.
The Shareholders Meeting grants full powers to the Board of Directors – with powers to subdelegate within the law – to set the terms and conditions for canceling the shares, to perform and record the completion of such transactions relating to the cancellation and reduction of capital as may be required pursuant to this authorization, 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 useful and 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 twentieth resolution of the Combined Shareholders Meeting of December 15, 2023.
