The Shareholders Meeting sets the term of validity of this delegation of powers at twenty-six (26) months from the date of this 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 seventeenth resolution of the Combined Shareholders Meeting of December 15, 2023.
Seventeenth resolution
(AUTHORIZATION FOR THE BOARD OF DIRECTORS TO GRANT EXISTING AND/OR NEWLY ISSUED RESTRICTED SHARES TO ALL OR CERTAIN EMPLOYEES AND/OR CORPORATE OFFICERS OF THE GROUP, WITH AUTOMATIC WAIVER BY SHAREHOLDERS OF THEIR PREFERENTIAL SUBSCRIPTION RIGHTS)
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 Meeting and in accordance with articles L.225-197-1 et seq., L.22-10-59 and L.22-10-60 of the French Commercial Code:
- authorizes the Board of Directors – with powers to subdelegate within the law – to grant, on one or more occasions, existing and/or newly issued shares of the Company, free of consideration, to all or selected categories of employees and/or Corporate Officers of the Company and/or of groupings affiliated to it under the conditions provided for in article L.225-197-2 of the French Commercial Code;
- resolves that the Board of Directors shall determine the beneficiaries of the share grants, the grant conditions and, where applicable, the share grant criteria;
- resolves that the number of existing and/or newly issued shares granted pursuant to this authorization may not exceed 2.5% of the share capital as of the date of the Board of Directors’ decision and 1.5% of the share capital during a single fiscal year, before taking into account any adjustments made in accordance with legal and regulatory provisions and, where applicable, contractual provisions providing for other cases of adjustment to safeguard the rights of holders of securities carrying rights to the Company’s capital;
- resolves that existing and/or newly issued shares may, under the conditions imposed by law, be granted to the Chief Executive Officer of the Company, provided that (i) these shares do not represent more than 8% of the total share grants made during each fiscal year by the Board of Directors (subject to the adjustments mentioned above) and (ii) their vesting is subject to the Chief Executive Officer remaining with the Group throughout the vesting period and, except in the event of an external recruitment to compensate for any loss of previous remuneration or benefits, to the achievement of several performance conditions determined by the Board of Directors. The number of shares granted to the Chief Executive Officer of the Company that must be held in registered form for as long as she remains in office will be set by the Board of Directors;
- resolves that (i) the shares granted will vest at the end of a vesting period that will be determined by the Board of Directors but may not be shorter than that stipulated in the French Commercial Code at the date of the Board of Directors’ decision, (ii) the beneficiaries will be required to retain their shares during a lock-up period that will be determined by the Board of Directors, and (iii) the combined duration of the vesting period and lock-up period may not be shorter than that stipulated in the French Commercial Code at the date of the Board of Directors’ decision. However, if the vesting period for all or some of the restricted shares is at least two (2) years, the Shareholders Meeting authorizes the Board of Directors not to impose a lock-up period for the shares concerned. The Board of Directors will be authorized to set different vesting and lock-up periods according to the existing laws in the countries of residence of the beneficiaries;
- resolves that the vesting of existing shares and/or newly issued shares granted may be subject to (i) the beneficiary remaining with the Group throughout the vesting period and (ii) the achievement of one or more performance conditions as set by the Board of Directors;
- resolves that, if a beneficiary is subject to a category 2 or 3 disability as defined in article L.341-4 of the French Social Security Code or the equivalent in another country, the shares granted to him or her will vest immediately, i.e. before the end of the vesting period, and will be freely transferable as from the date they are delivered;
- if newly issued shares are granted, this authorization will result, as and when the shares vest, in a capital increase by capitalizing reserves, profit or issue premiums for the benefit of the beneficiaries, and will entail an automatic waiver by the shareholders of their preferential subscription rights to the shares, in favor of the beneficiaries.
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:
- determine whether the shares granted will be existing or newly issued shares;
- determine the list of beneficiaries, or the category or categories of beneficiaries, and the number of shares to be granted in each case,
- set the terms and conditions of the share issues to be carried out pursuant to this authorization and the entitlement dates (which may be retroactive) of the new shares;
- determine and make any and all adjustments to take into account the impact of transactions affecting the Company’s capital or shareholders' equity during the vesting period and set the terms to safeguard beneficiaries' rights, in accordance with legal and regulatory provisions and, where applicable, contractual provisions;
- record the vesting dates of the shares granted and the dates from which the shares will be freely transferable, taking into account the applicable legal restrictions;
- if new shares are issued, charge, if applicable, the amounts required to pay up these shares and, if applicable, to increase the legal reserve, against the reserves, profit or issue premiums of its choice;
- record the completion of each capital increase and amend the by laws accordingly;
- provide for the possibility of temporarily suspending the grant rights in the case of a financial transaction; and
- generally do everything that may be useful and necessary for the implementation of this resolution under the applicable laws and regulations.
