The Shareholders Meeting acknowledges that, in accordance with legal and regulatory requirements, the Board of Directors shall inform the Shareholders Meeting each year of the grants made pursuant to this resolution.
The Shareholders Meeting sets the term of validity of this authorization at twenty-six (26) months from the date of this meeting and acknowledges that this authorization cancels, with effect from this day, any unused portion of the authorization granted for the same purpose in the eighteenth resolution of the Combined Shareholders Meeting of December 15, 2023.
Eighteenth resolution
(DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S SHARE CAPITAL - WITHOUT PREFERENTIAL RIGHTS FOR EXISTING SHAREHOLDERS - BY ISSUING ORDINARY SHARES AND/OR OTHER SECURITIES CARRYING IMMEDIATE OR DEFERRED RIGHTS TO THE COMPANY’S CAPITAL, RESERVED FOR MEMBERS OF EMPLOYEE SHARE PURCHASE PLANS)
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.225-129 et seq., L.22-10-49 et seq. and L.225-138-1 of the French Commercial Code, and articles L.3332-1 et seq. of the French Labor 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, under the conditions provided for in articles L.3332-1 et seq. of the French Labor Code, in France or elsewhere and in the amounts and on the dates it deems fit, in euros or in any other currency or monetary unit established by reference to a basket of currencies, by issuing ordinary shares and/or any other securities carrying immediate or deferred rights to the Company’s capital to members of one or more employee share purchase plans (or any other plan permitted under articles L.3332-1 et seq. of the French Labor Code or any other similar laws or regulations providing for employee rights issues) set up by the Group (comprising the Company and the French or foreign companies included in the Company’s consolidated or combined financial statements), in accordance with article L.3344-1 of the French Labor Code;
- authorizes the Board of Directors, as part of the capital increase(s), in addition to the newly issued shares and/or other securities offered for subscription in cash, to replace all or part of any discount and/or employer contribution by granting to the above-mentioned beneficiaries, free of consideration, existing or newly issued shares and/or securities carrying rights to the Company’s capital. However, the benefit resulting from this grant may not exceed the legal or regulatory limits applicable under articles L.3332-21 et seq. of the French Labor Code;
- resolves, subject to adoption of the fifteenth resolution by the Shareholders Meeting, that the total number of new shares that may be issued pursuant to this delegation of powers, including those resulting from shares or securities giving access to the capital that may be granted to replace all or part of the discount in accordance with articles L.3332-18 et seq. of the French Labor Code may not represent more than 1.5% of the Company's share capital as of the date of the decision made by the Board of Directors. This ceiling (i) will be included in the global ceiling set in the fifteenth resolution (provided it is adopted), i.e., a maximum total nominal amount of eighty-five (85) million euros, or any other global ceiling set in a future resolution adopted while this delegation of powers remains in force, and (ii) will not include any additional amount representing shares newly issued in order 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 the issue price of the new shares or securities carrying rights to the Company’s capital that may be issued pursuant to this delegation of powers will be determined under the conditions set forth in articles L.3332-19 et seq. of the French Labor Code and shall be equal to at least 80% of the average of the opening prices of the Company’s shares on Euronext Paris over the twenty (20) trading days preceding the date of the decision setting the opening date for subscription by the members of an employee share purchase plan (or similar plan). The Board of Directors may, at its discretion, reduce or cancel the aforementioned discount, within the limits set by the applicable laws and regulations, in order to allow, inter alia, for compliance with local legal, accounting and tax regimes and labor laws;
- resolves to waive, in favor of the above-mentioned beneficiaries, the preferential rights of shareholders to subscribe for (i) the shares or other securities carrying rights to the Company’s capital issued under this delegation of powers, and (ii) the shares to which the holders of securities carrying rights to the Company’s capital will be entitled on exercise of those rights;
- authorizes the Board of Directors, under the conditions set out in this delegation of powers, to sell shares to the above-mentioned beneficiaries as provided for in article L.3332-24 of the French Labor Code, it being stipulated that the nominal amount of shares sold at a discount to members of one or several employee share purchase plans referred to above will be deducted from the ceilings referred to in paragraph 3 above.
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:
- establish, in accordance with legal requirements, the list of companies in which the above-mentioned beneficiaries will be able to subscribe for the shares and/or other securities issued and to benefit from any shares or other securities granted free of consideration;
- determine that beneficiaries who are members of a company or group savings plan (or similar plan) may subscribe directly, or through company mutual funds, other structures, or entities permitted by applicable legal or regulatory provisions;
- set the terms and conditions of the transactions, the issue price and discount, and determine the dates and procedures for the issues to be carried out under this delegation, determine the opening and closing dates for subscriptions, the dividend entitlement dates (which may be retroactive) and the procedures for the payment of shares, grant extensions for payment of shares, apply to list the shares thus created on the stock exchanges of its choice;
- at its sole discretion, charge all or part of the costs related to the capital increase(s) against the related premiums and transfer from this amount the requisite sums to increase the legal reserve to one-tenth of the new capital resulting from the capital increases,
- record the completion of each of the capital increases based on the value of the shares actually purchased, take all measures and carry out all formalities relating to the capital increases and amend the bylaws accordingly; and
- generally do all that is necessary for the implementation of this resolution.
