Invitation to our General Meeting 2023

Introduction

NINETEENTH RESOLUTION

(Delegation of authority granted to the Board of Directors for a period of 26 months to increase the share capital via the issuance of ordinary shares or marketable securities giving access, immediately and/or in the future, to the Company’s share capital with retention of preferential subscription rights for Shareholders for a maximum nominal amount of 470 million euros)

The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having noted the Board of Directors’ Report and the Statutory Auditors’ Special Report, pursuant to articles L. 225-129 to L. 225-129-6, L. 22-10-49 and L. 228-91 to L. 228-93 of the French Commercial Code:

  • delegates to the Board of Directors, with the possibility of sub-delegation under the conditions set by law, the authority to decide, on one or more occasions, in the proportions and at the times it deems fit, with retention of preferential subscription rights, the issue, in France and abroad, in euros, in foreign currencies or in units of account set by reference to several currencies,
    1. of ordinary shares of the Company,
    2. of marketable securities governed by articles L. 228-91 et seq. of the French Commercial Code which are equity securities of the Company, giving access to other equity securities of the Company and/ or giving entitlement to the allocation of debt securities of the Company and/or 
    3. marketable securities representing a claim, whether or not governed by articles L. 228-91 et seq. of the French Commercial Code, giving access to or likely to give access to equity securities of the Company to be issued, with the possibility that these marketable securities may, where applicable, also give access to existing equity securities and/ or debt securities of the Company, the subscription of which may be made either in cash or by offsetting against liquid and payable receivables. 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;
  • decides that the total amount of share capital increases likely to be carried out, immediately and/or in the future, may not exceed a nominal amount of 470 million euros, from which will be deducted
    1. the amount of the issues of shares or marketable securities, in the event of oversubscription, carried out pursuant to the twentieth resolution below (or any resolution which would replace it at a later date), 
    2. the amount of share issues resulting from options or performance shares granted under the twentieth and twenty-first resolutions of the Extraordinary General Meeting of May 4, 2022 (or any resolutions subsequently substituted), and 
    3. the total amount of share capital increases carried out pursuant to the twenty first and twenty second 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 that may be made in accordance with applicable laws and regulations and, where applicable, contractual provisions providing for other cases of adjustment, to preserve the rights of holders of marketable securities giving entitlement to Company shares; the maximum nominal amount (or its equivalent amount in euros on the issue decision date in the event of an issue in foreign currencies or in units of account set by reference to several currencies) of the marketable debt securities giving access to the Company’s share capital issued under 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, carried out pursuant to the twentieth resolution below (or any resolution that would replace it a later date);
  • decides that Shareholders have, in proportion to the amount of their shares, a preferential subscription right to shares or marketable securities giving access, immediately and/or in the future, to Company shares issued pursuant to this resolution;
  • decides that if the subscriptions on an irreducible basis and, where applicable, on a reducible basis, where the Board of Directors has authorized such a possibility, have not absorbed the entire issue of shares or marketable securities as defined above, the Board of Directors may use, in the order it deems appropriate, each of the options offered by article L. 225-134 of the French Commercial Code, or only some of them;
  • acknowledges and decides, as necessary, that any decision to issue 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 the shares to be issued to which these marketable securities will give entitlement immediately and/or in the future;
  • grants full powers to the Board of Directors, with the option of sub-delegation under the conditions set by law, to implement this delegation and in particular:
    • determine the price, terms and dates of the issues, as well as the form and characteristics of the marketable securities to be created,
    • set the amounts to be issued, suspend, where applicable, the exercise of Company share allotment rights attached to the marketable securities to be issued for a period not exceeding three months, set the terms and conditions under which will be ensured, where applicable, the preservation of the rights of holders of marketable securities giving future entitlement to Company shares, in accordance with legal, regulatory and, where applicable, contractual provisions, and deduct, where applicable, any amounts from the issue premium(s) and in particular, costs arising from issues,
    • proceed, where applicable, with the admission to trading on a regulated market of the marketable securities to be issued, generally take all necessary measures and enter into all agreements to successfully complete the planned issues, record the capital increase(s) resulting from any issue carried out using this delegation and amend the articles of association accordingly;
  • acknowledges that this delegation cancels the delegation granted by the Extraordinary General Meeting of May 4, 2021 in its fifteenth resolution.
TWENTIETH RESOLUTION

(Authorization granted to the Board of Directors for a period of 26 months to increase, in the event of oversubscription, the issuance amount of shares or marketable securities)

The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having noted the Report of the Board of Directors 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 the issue of shares or marketable securities with retention of preferential subscription rights as referred to in the nineteenth resolution:

  • authorizes the Board of Directors, with the possibility of sub-delegation, to increase, under the conditions set by law, the number of shares or marketable securities to be issued with preferential subscription rights for Shareholders at the same price as set for the initial issue, within the deadlines and limits provided for 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 bid on the Company’s share capital;
  • decides that the nominal amount of the increase in the issue decided under this resolution will be deducted from the first, and, where applicable, in the event of the issue of debt securities, the second limit stated in the nineteenth resolution;
  • decides that this delegation of authority granted to the Board of Directors is valid for a period of 26 months starting from the date of this Meeting.