French Law No. 2024-537 of June 13, 2024 aimed at increasing the funding of companies and the attractiveness of France (the "Attractiveness Law"), which came into force on September 14, 2024, simplified the procedures for holding Board of Directors’ meetings.
To this end, it is proposed that article 11 of the Company’s bylaws, relating to the deliberations of the Board of Directors, be amended, in particular to provide for the possibility for any director to object to the use of a written consultation and to specify the terms and conditions of such consultation.
These amendments are set out in the fifteenth resolution submitted to the Shareholders Meeting for approval in accordance with the new article L 22-10-3-1 of the French Commercial Code and article L.225-37 of the same Code, as amended by the Attractiveness Law.
AMENDMENTS TO ARTICLE 11 (DELIBERATIONS OF THE BOARD OF DIRECTORS) OF THE COMPANY'S BYLAWS
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Extraordinary Shareholders Meetings amends article 11 of the Company’s bylaws as follows:
"1. The Directors are convened to meetings of the Board of Directors by any and all means, even orally.
2. Decisions shall be taken on the quorum and majority conditions set down by the law. In the event of a tie, irrespective of the consultation arrangements, the chairman of the meeting shall have a casting vote.
The Board of Directors may provide that, for the purposes of calculating the quorum and voting majority, Directors who participate in the Board meeting by means of telecommunication under the conditions laid down by law are deemed to be present.
The Board of Directors may take decisions by written consultation of the Directors in accordance with the conditions, in particular as regards deadlines and form (including, where applicable, electronic means), laid down by the person convening the meeting.
Any Director may object to the use of written consultation within the time limit specified in the notice of meeting."
The Shareholders Meeting grants full powers to the Board of Directors, with the option to subdelegate these powers to the Chairwoman and CEO under the conditions provided for by French law, for the purpose of carrying out all operations and formalities related to or following the adoption of this resolution, including making any amendments to the Company’s bylaws required to give effect to this resolution.
