FIFTEENTH RESOLUTION
(Delegation of authority granted to the Board of Directors for period of 26 months in order to increase the share capital via the issuance of ordinary shares or marketable securities conferring entitlement, immediately and/or in the future, to the Company’s share capital, with retention of shareholder preferential share subscription rights for a maximum par value amount of 470 million euros)
The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report, pursuant to articles L. 225-129 to L. 225-129-6, articleL. 22-10-49 and articles L. 228-91 to L. 228-93 of the French Commercial Code:
- delegate to the Board of Directors, with the option of sub-delegation, in accordance with the legal provisions, the authority to decide, in the amount and on the dates it will determine, with retention of preferential share subscription rights, on one or more capital increases via the issue, in France and other countries, in euros, foreign currencies or units of account determined according to several currencies, (i) of ordinary Company shares, (ii) of marketable securities governed by articles L. 228-91 et seq. of the French Commercial Code which are the Company’s equity securities, granting access to other Company share capital and/or entitlement to Company debt securities and/or (iii) of marketable securities representing a debt claim governed or not by articles L. 228-91 and seq. of the French Commercial Code, conferring entitlement to or likely to confer entitlement to share capital to be issued by the Company, these marketable securities could also potentially grant access to the Company’s existing share capital and/or debt securities, the subscription of which may be completed in cash or by offsetting against liquid and payable debts.
The delegation thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this General Meeting, it being specified, however, that the Board of Directors will not be authorized to make use of it during periods of takeover bids on the Company’s share capital;
- decide that the total amount of share capital increases likely to be performed thereby immediately and/or in the future may not exceed 470 millions euros in nominal value, from which shall be deducted (i) the issuance amount of shares or marketable securities in the event of oversubscription, pursuant to the sixteenth resolution below (or any resolution which would replace it at a later date), (ii) the issuance amount of shares arising from the options or performance shares granted under the thirteenth and fourteenth resolutions of the Extraordinary General Meeting of May 7, 2019
(or any resolutions which would replace them at a later date), and (iii) the total amount of share capital increases performed in accordance with the seventeenth and eighteenth resolutions of this General Meeting subject to their approval (or any resolutions which would replace them at a later date), this limit being increased by the number of shares necessary for adjustments likely to be made in accordance with applicable legislative and regulatory provisions and, as the case may be, in accordance with the contractual provisions providing for other cases of adjustment, to preserve the rights of holders of marketable securities conferring entitlement to the Company’s shares; the maximum nominal amount (or its counter-value in euros on the issue decision date in the event of an issue in foreign currencies or units of account determined by reference to several currencies) of the marketable debt securities conferring entitlement to the Company’s share capital issued by virtue of this delegation may not exceed a limit of 3 billion euros, from which the issuance amount shall be deducted, where applicable, in the event of oversubscription, pursuant to the sixteenth resolution below(or any resolution which would replace it at a later date); - decide that the shareholders have, proportional to the amount of their shares, a preferential subscription right to the shares or marketable securities conferring entitlement, immediately and/or in the future, to the Company’s shares issued pursuant to this resolution;
- decide that if the subscriptions made by the shareholders prorata to their existing shareholding and, as applicable, over and above their existing shareholding if allowed by the Board of Directors have not resulted in the purchase of all the shares or marketable securities defined above, the Board of Directors may use, in the order it shall deem appropriate, all or some of the options set forth in article L.L. 225-134 of the French Commercial Code;
- acknowledge and decide, as necessary, that all issuance decisions under this delegation of authority shall entail, to the benefit of the holders of issued marketable securities giving access or likely to give access to equity securities to be issued by the Company, the waiver by Company shareholders of their preferential subscription rights to shares to be issued to which these marketable securities will give entitlement immediately and/or in the future;
- grant full powers to the Board of Directors with the option of sub-delegation under the conditions set by law, to implement this delegation and specifically:
- determine the price, the terms and conditions as well as dates of issues, and the form and characteristics of the marketable securities to be created,
- set the amounts to be issued, suspend, where necessary, the exercise of Company share allotment rights attached to marketable securities to be issued within a period not exceeding three months, determine the terms and conditions ensuring, as applicable, the preservation of rights of holders of marketable securities conferring future entitlement to Company shares, in accordance with the legal, regulatory and, as applicable, contractual provisions, proceed, where necessary, with any deductions from any issue premiums and specifically deductions of costs arising from issues,
- list, where necessary, the marketable securities to be issued for trading on a regulated market, make all necessary arrangements and enter into any agreements in order to successfully conclude the issues contemplated, duly record the share capital increases arising from any issue carried out via this delegation and amend the articles of association accordingly;
- take due note that this delegation supersedes the delegation granted by the Extraordinary General Meeting of May 7, 2019 in its eleventh resolution.
