In the 17th , 18th and 19th resolutions, on the recommendation of the Appointments and Governance Committee, shareholders are invited to validate modifications to the Company’s articles of association to take into account certain provisions of law No. 2019-486 dated May 22, 2019 relating to the growth and transformation of companies (PACTE law). These modifications relate to:
(Harmonization of article 11 of the articles of association (Composition of the Board of Directors) with the provisions of the Pacte Law in relation to Directors representing employees)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to modify the provisions of article 11 (Composition of the Board of Directors) of the Company’s articles of association relating to the threshold which triggers the obligation to appoint a second Director representing employees to adapt them to the provisions set out in law No. 2019-486 dated May 22, 2019 relating to the growth and transformation of companies (PACTE law).
The first three paragraphs of the section relating to Directors representing employees in article 11 of the articles of association now read as follows:
| Existing text | New text |
|---|---|
| Existing text Director(s) representing employees In accordance with statutory requirements, if the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, is less than or equal to 12, the Group Committee in France shall proceed to appoint a Director representing employees. If the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, is more than 12, and provided this criterion is still fulfilled on the date of the appointment, a second Director representing employees shall be appointed by the European Works Council. If the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, was originally more than 12 members but becomes less than or equal to 12 members, the Director appointed by the European Works Council shall remain in office until his term of office expires. …/… | New text Director(s) representing employees In accordance with statutory requirements, if the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, is less than or equal to eight, the Group Committee in France shall proceed to appoint a Director representing employees. If the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, is more than eight, and provided this criterion is still fulfilled on the date of the appointment, a second Director representing employees shall be appointed by the European Works Council. If the number of members of the Board of Directors, calculated in accordance with article L. 225-27-1-II of the French Commercial Code, was originally more than eight members but becomes less than or equal to eight members, the Director appointed by the European Works Council shall remain in office until his term of office expires. …/… |
The remaining paragraphs of article 11 remain unchanged.
(Modification to article 15 of the articles of association (powers of the Board of Directors) relating to Management decisions taken by the Board of Directors (Pacte Law)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to modify the provisions of article 15 (Powers of the Board of Directors) of the Company’s articles of association to reflect the modifications made to article L. 225-35 of the French Commercial Code and provide that the Board of Directors shall determine the orientations of the Company’s activities and ensure their implementation, in line with its corporate interest, by taking into account the social and environmental stakes of its activity.
The first paragraph of article 15 of the articles of the association shall now read as follows:
| Existing text | New text |
|---|---|
| Existing text The Board of Directors determines the orientations of the Company’s activities and ensures their implementation. | New text The Board of Directors determines the orientations of the Company’s activities and ensures their implementation, in line with its corporate interest, by taking into account the social and environmental stakes of its activity. |
The remaining paragraphs of article 15 remain unchanged.
(Compliance of article 16 of the Articles of association (Remuneration) with the provisions of the Pacte Law relating to Directors’ remuneration)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to amend the provisions set out in article 16 (Remuneration) the Company’s articles of association relating to the remuneration of Directors to remove reference to the term “Directors’ fees” in accordance with the PACTE law.
Article 16 of the articles of the association shall now read as follows:
| Existing text | New text |
|---|---|
| Existing text The Ordinary Shareholders’ Meeting may allocate to the members of the Board of Directors, as remuneration for their activity, a fixed annual amount in Directors’ fees. The Board of Directors is free to distribute the overall sum thus allocated among its members. It may also allocate a greater amount to the Directors who are members of Committees set up within the Board than that allocated to the other Directors.The Board may allocate exceptional sums to remunerate assignments or mandates entrusted to the members of the Board. | New text The Ordinary Shareholders’ Meeting may allocate to the members of the Board of Directors, as remuneration for their activity, a fixed annual amount. The Board of Directors is free to distribute the overall sum thus allocated among its members. It may also allocate a greater amount to the Directors who are members of Committees set up within the Board than that allocated to the other Directors. The Board may allocate exceptional sums to remunerate assignments or mandates entrusted to the members of the Board. |
