The acquisition, exchange, sale or transfer of the purchased shares may be carried out, completely or in part, on one or more occasions, by any method, in particular on all markets (including multilateral trading systems or via a systematic internalizer) or over-the-counter, including through the use of any financial instruments, options or derivatives and by means of block purchases or sales or in any other way, or by means of a services provider or market member referred to in article L.225-206 of the French Commercial Code. The transactions may take place at any time, subject to the limits authorized by the applicable laws and regulations, other than during a public tender offer for the Company’s shares. In the event of such a public tender offer, unless prior consent is given by a Shareholders Meeting, the Board of Directors may not use this authorization and the Company may not implement any share buyback program from the time when the third party concerned submits the offer until the end of the offer period.
The Shareholders Meeting resolves that the maximum price paid for shares purchased under this resolution may not exceed 100 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 1.5 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 thirteenth resolution of the Shareholders Meeting of December 17, 2024.
