Within the limits and conditions set out above, the Shareholders Meeting gives the Board of Directors – with powers to subdelegate within the law – full powers to implement this resolution and in particular, to:
- to set the terms and conditions of issue, the nature, price, number and characteristics of securities carrying rights to the Company’s capital (including the dividend entitlement date of the issued securities, which may be retroactive), the procedures for allocating the equity instruments to which these securities entitle their holders, and the dates on which allocation rights may be exercised;
- at its sole discretion, charge all or part of the costs related to the capital increase(s) against the premiums pertaining thereto and transfer from this amount the necessary sums to increase the legal reserve;
- determine and make any and all adjustments required in order to take into account the impact of any transactions affecting the Company’s capital or equity including inter alia in the event of a change in the par value of the share, a capital increase through the capitalization of reserves, profits or premiums, a share grant, a division or consolidation of securities, a distribution of dividends, reserves or premiums or other assets, a redemption of capital or any other transaction affecting the capital or the shareholders' equity of the Company, and to determine any other procedures necessary to safeguard (including through cash adjustments) the rights of holders of securities carrying rights to the capital in accordance with applicable legal, regulatory or contractual agreements;
- in the event of the issuance of debt securities, the Board of Directors shall have full powers. In particular, they shall have the power to decide whether or not the securities are subordinated, to set their interest rate and term, and to determine the fixed or variable redemption price, with or without a premium. They shall also have the power to set the amortization terms according to market conditions and the conditions by which these securities will carry rights to new shares in the Company;
- take all appropriate measures and carry out all formalities necessary for the issue, listing and service of the securities issued in accordance with this delegation of powers and for the exercise of all related rights, and generally do all that is necessary for the implementation of this resolution.
The Shareholders Meeting resolves that this delegation of powers may not be used without the prior approval of the Shareholders Meeting in the event and for as long as a public tender offer for the Company’s shares is in progress.
The Shareholders Meeting acknowledges that if the Board of Directors uses this delegation of powers, it will report on this utilization to the next Ordinary Shareholders Meeting, as required under applicable laws and regulations.
The Shareholders Meeting sets the duration of the validity of this delegation of powers at twenty-six (26) months from the date of this Shareholders Meeting and acknowledges that this delegation of powers cancels with effect from this day, any unused portion of the delegation granted for the same purpose in the sixteenth resolution of the Combined Shareholders Meeting of December 15, 2023.
Sixteenth resolution
(DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S SHARE CAPITAL BY CAPITALIZING PREMIUMS, RESERVES, PROFIT OR OTHER SUMS ELIGIBLE FOR CAPITALIZATION)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting in respect of an extraordinary business under the rules of quorum and majority applicable to Ordinary Shareholders Meetings and in accordance with articles L.225-129 to L.225-129-2, L.225-129-5, L.225-130, L.22-10-49 and L.22-10-50 of the French Commercial Code:
- delegates to the Board of Directors – with powers to subdelegate within the law – the power to decide to increase the Company’s capital on one or more occasions, in the amounts, on the dates and according to the terms it deems fit, by successively or simultaneously capitalizing all or part of the share, transfer or merger premiums, reserves, profit or any other amounts whose capitalization is permitted by law and the Company’s bylaws, in the form of issuing and allocating new bonus shares or by increasing the par value of existing shares, or by a combination of the two procedures;
- resolves that, if the Board of Directors uses this delegation of powers, the maximum nominal amount of capital increases that may be carried out pursuant to this delegation is eighty-five (85) million euros (or the equivalent of this amount in any other currency or monetary unit established by reference to a basket of currencies). This ceiling will not include any additional amount representing shares newly issued to safeguard the rights of holders of securities carrying rights to the Company’s capital, as required by the laws and regulations in force and/or any applicable contractual provisions;
- resolves that if new shares are issued, the Board of Directors may decide that (i) any bonus shares allocated pursuant to this delegation on the basis of existing shares that carry double voting rights and/or the right to a dividend premium will be eligible for these rights as from their issue date, and (ii) fractional shares will not be tradable, and that the corresponding shares will be sold and the proceeds of the sale allocated to the holders of said rights as required by the applicable laws and regulations.
Within the limits and conditions set out above, the Shareholders Meeting resolves that the Board of Directors – with powers to subdelegate within the law – will have full powers to implement this delegation of powers, and in particular to:
- set all the terms and conditions of authorized operations, determine the amount and nature of the reserves, profit, premiums and other sums to be capitalized; set the number of newly issued shares and/or the amount by which the par value of existing shares is to be increased; set the date (which may be retroactive) from which the new shares will carry rights to dividends and the date on which the increase in the par value of existing shares will take effect;
- at its sole discretion, charge all or part of the costs related to the capital increase(s) against the premiums pertaining thereto and transfer from this amount the necessary sums to increase the legal reserve to one-tenth of the new capital resulting from the capital increases;
- determine and make any and all adjustments required in order to take into account the impact of any transactions affecting the Company’s capital or equity, and to determine any other procedures required (including through cash adjustments) in order to safeguard the rights of holders of securities carrying rights to the capital in accordance with applicable legal, regulatory or contractual agreements;
- take all appropriate measures, enter into all agreements and carry out all formalities necessary to ensure the successful completion of the planned transaction(s), including, in particular, the issuance, listing, and financial servicing of the securities issued and, in general, perform all acts and formalities to finalize the capital increase(s) carried out pursuant to this delegation of powers and to amend the bylaws accordingly.
This delegation of powers may not be used without the prior approval of the Shareholders Meeting in the event and for as long as a public tender offer for the Company’s shares is in progress.
The Shareholders Meeting acknowledges that if the Board of Directors uses this delegation of powers, it will report on this utilization to the next Ordinary Shareholders Meeting, as required under applicable laws and regulations.
