Resolution 20 Proposed modification to article 9 of the articles of association relating to threshold notifications, to harmonize statutory rules with legal rules relating to the assimilation of equity holdings

Proposed resolutions and purpose

Resolution 20 Proposed modification to article 9 of the articles of association relating to threshold notifications, to harmonize statutory rules with legal rules relating to the assimilation of equity holdings

Purpose

In the 20th resolution, shareholders are invited to validate the modification of the provision of article 9 of the articles of the association, relating to the obligation to inform the Company when statutory reporting thresholds are crossed. This modification will allow legal assimilation rules to be applied to statutory thresholds and will harmonize the calculation methods of legal and statutory thresholds, facilitating the calculation of the various thresholds for shareholders.

When calculating holding thresholds, shares and voting rights held by the declarant, along with assimilated shares and voting rights within the meaning of article L. 233-9 of the French Commercial Code, will therefore be taken into account. These notably include shares and voting rights held by companies controlled by this person and shares and voting rights relating to certain financial instruments and agreements.

TWENTIETH RESOLUTION

(Modification of article 9 of the Articles of association (Identification of shareholders) relating to threshold notifications)

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 set out in article 9 (Identification of shareholders) of the Company’s articles of association to apply legal assimilation rules to statutory thresholds, to include within the calculation and reporting of statutory threshold notifications the shares and voting rights deemed to be held, in accordance with these rules, by the person bound to provide this information.

Article 9 – Identification of shareholders

Article 9 of the articles of the association shall now read as follows:

Existing text	New text
Existing text The Company may avail itself at any time of the legal and statutory provisions in force permitting the identification of the owners of shares conferring immediately or in the future the right to vote in Shareholders’ Meetings, as well as the number of shares they own.In addition to the legal obligations to notify the Company, any person, acting alone or jointly, coming in direct or indirect possession of a fraction of the Company’s capital or voting rights equal to or greater than 2%, or a multiple of 2% of capital or voting rights (including above the 5% threshold), is required to inform the Company within 15 days as of the date on which the threshold is exceeded and, as the case may be, independently of the effective transfer date of share ownership. The person shall state the number of shares and marketable securities granting entitlement to capital that he or she owns on the date of notification. Any decrease below the 2% threshold or a multiple of 2% of capital or voting rights shall be notified in the same manner. In the event of a failure to meet this additional notification obligation, one or several shareholders, owning a fraction of the Company’s capital or voting rights amounting to at least 2%, may, at a Shareholders’ Meeting, request that the shares exceeding the fraction which should have been reported, be stripped of their voting rights for any Shareholders’ Meeting held until the end of a two-year period following the date on which the notice is rectified. The request is recorded in the Minutes of the Shareholders’ Meeting.	New text The Company may avail itself at any time of the legal and statutory provisions in force permitting the identification of the owners of shares conferring immediately or in the future the right to vote in Shareholders’ Meetings, as well as the number of shares they own.In addition to the legal obligations to notify the Company, any person, acting alone or jointly, coming in direct or indirect possession of a fraction of the Company’s capital or voting rights equal to or greater than 2%, or a multiple of 2% of capital or voting rights (including above the 5% threshold), is required to inform the Company within 15 days as of the date on which the threshold is exceeded and, as the case may be, independently of the effective transfer date of share ownership. The person shall state the number of shares and marketable securities granting entitlement to capital that he or she owns on the date of notification. Any decrease below the 2% threshold or a multiple of 2% of capital or voting rights shall be notified in the same manner. To determine share capital and voting rights thresholds, the crossing of which must be declared under the previous paragraph, assimilation rules set out in article L. 233-9 of the French Commercial Code are applied. In the event of a failure to meet this additional notification obligation, one or several shareholders, owning a fraction of the Company’s capital or voting rights amounting to at least 2%, may, at a Shareholders’ Meeting, request that the shares exceeding the fraction which should have been reported, be stripped of their voting rights for any Shareholders’ Meeting held until the end of a two-year period following the date on which the notice is rectified. The request is recorded in the Minutes of the Shareholders’ Meeting.

Existing text

New text

The Company may avail itself at any time of the legal and statutory provisions in force permitting the identification of the owners of shares conferring immediately or in the future the right to vote in Shareholders’ Meetings, as well as the number of shares they own.In addition to the legal obligations to notify the Company, any person, acting alone or jointly, coming in direct or indirect possession of a fraction of the Company’s capital or voting rights equal to or greater than 2%, or a multiple of 2% of capital or voting rights (including above the 5% threshold), is required to inform the Company within 15 days as of the date on which the threshold is exceeded and, as the case may be, independently of the effective transfer date of share ownership. The person shall state the number of shares and marketable securities granting entitlement to capital that he or she owns on the date of notification. Any decrease below the 2% threshold or a multiple of 2% of capital or voting rights shall be notified in the same manner.

In the event of a failure to meet this additional notification obligation, one or several shareholders, owning a fraction of the Company’s capital or voting rights amounting to at least 2%, may, at a Shareholders’ Meeting, request that the shares exceeding the fraction which should have been reported, be stripped of their voting rights for any Shareholders’ Meeting held until the end of a two-year period following the date on which the notice is rectified. The request is recorded in the Minutes of the Shareholders’ Meeting.

To determine share capital and voting rights thresholds, the crossing of which must be declared under the previous paragraph, assimilation rules set out in article L. 233-9 of the French Commercial Code are applied.