Invitation to our General Meeting 2021

Proposed resolutions and purpose

SIXTEENTH RESOLUTION

(Authorization granted to the Board of Directors for a period of 26 months to increase the issuance amount of equity securities or marketable securities in the event of over-subscription)

The shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Board of Directors’ Report and the Statutory Auditors’ Special Report, and pursuant to the provisions of article L. 225-135-1 of the French Commercial Code, in the event of an issue of shares or marketable securities with retention of preferential subscription rights as provided by the fifteenth resolution:

  • authorize the Board of Directors, with the option of sub-delegation, to increase, under the conditions set by the law, the number of shares or marketable securities to be issued with shareholders preferential subscription rights, at the same price as set for the initial issue, within the deadlines and limits set by the applicable regulations, 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 nominal amount of the increase in the issue determined in accordance with this resolution shall be deducted from the initial limit and, in the event of an issue of debt securities, from the limit stipulated in the second limit stated in the fifteenth resolution;
  • decide that the authorization thereby granted to the Board of Directors is valid for a period of 26 months starting from the date of this General Meeting.

Resolution 17 et 18 

Capital increase reserved for employees

Purpose

As provided by law, the resolution authorizing increases in share capital in favor of members of a Company Savings Plan approved during the Extraordinary General Meeting of May 5, 2020, is resubmitted to you. The total nominal amount of share capital increases likely to be performed under this resolution is 22 million euros, corresponding to the issue of a maximum of 4 million shares, or 0.84% of the share capital as at December 31, 2020. This amount shall be deducted from the maximum nominal amount of 470 millions euros, i.e. around 18% of the share capital, as stipulated in the 15th resolution of this General Meeting relating to the overall limit for share capital increases likely to be performed with delegation to the Board of Directors.

The 17th resolution outlines the conditions of share capital increases reserved for members of a Company or Group Savings Plan; it is accompanied in the 18th resolution by a similar provision for Group employees and corporate officers based abroad who cannot benefit from the shareholding mechanism which will be established pursuant to the 17th resolution.

These two delegations will be valid for a period of 26 months for the 17th resolution and for a period of 18 months for the 18th resolution. They shall result in the waiver by shareholders of their preferential subscription rights in favor of the beneficiaries.

The Group wishes to continue increasing the involvement of employees in its development. These employee share ownership offers contribute significantly to increasing employee motivation and a sense of belonging to the Group.

At the end of 2020, the share capital held by employees and former employees of the Group is estimated at 2,47 %, of which 1,69 % corresponds to shares subscribed by employees during capital increases reserved for employees or held through dedicated mutual funds.

SEVENTEENTH RESOLUTION

(Delegation of authority granted to the Board of Directors for a period of 26 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for members of a company or group savings plan)

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, deliberating pursuant to articles L. 225-129-6 and L. 225-138-1 of the French Commercial Code and articles L. 3331-1 and seq. of the French Labor Code:

  • delegate to the Board of Directors the authority to decide to increase the Company’s share capital, on one or more occasions, at the time or times and in the proportions that it deems appropriate, via the issuance of ordinary shares of the Company as well as equity securities granting access to the Company’s share capital, reserved for members of a Company or Group Savings Plan;
  • decide that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum nominal amount of 22 millions euros, responding to the issue of a maximum of 4 million shares, it being specified that this amount does not include additional shares to be issued, in accordance with applicable legal and regulatory provisions, and, when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of equity securities conferring access to share capital and that the total amount of capital increases to be performed under this resolution and the eighteenth resolution may not exceed the aforementioned nominal amount of 22 million euros;
  • decide that the maximum nominal amount of share capital increases to be performed on the basis of this delegation shall be deducted from the overall limit stipulated in paragraph 2 of the fifteenth resolution of this Extraordinary General Meeting (or any resolution which would replace it at a later date);