TWENTY‑SECOND RESOLUTION
(Delegation of authority granted to the Board of Directors for a period of 18 months to perform share capital increases, with cancellation of preferential subscription rights, reserved for a category of beneficiaries)
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, pursuant to articles L. 225‑129 to L. 225‑129‑2 and article L. 225‑138 of the French Commercial Code:
- delegates 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 it shall deem fit, via the issuance of ordinary shares of the Company as well as any other equity securities conferring entitlement to the Company’s share capital, reserved for the category of beneficiaries defined hereafter;
- decides that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum nominal amount of 22 million euros, corresponding 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 twenty‑first resolution may not exceed the aforementioned nominal amount of 22 million euros;
- decides 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 nineteenth resolution of this General Meeting (or any resolution which would replace it at a later date);
- decides to cancel the preferential subscription rights of Shareholders to the shares or other equity securities and to the equity securities to which the latter would confer entitlement, which may be issued pursuant to this resolution and to reserve the right to subscribe for them to the category of beneficiaries meeting the following characteristics: any bank or subsidiary of such a bank mandated by the Company and which may subscribe for the shares, or other equity securities issued by the Company pursuant to this resolution, with the sole intent of enabling employees and corporate officers of foreign companies, affiliated to the Company within the meaning of article L. 225‑180 of the French Commercial Code and article L. 3344‑1 of the French Labor Code, to benefit from a shareholding or investment plan with an economic profile comparable to an employee share ownership scheme that may be set up in connection with a share capital increase performed in accordance with the twenty‑first resolution submitted to the vote of this General Meeting, taking into account the regulatory and fiscal and/or social framework applicable in the country of residence of the employees and corporate officers of the aforementioned foreign companies;
- decides that the unit price for the issue of the shares to be issued pursuant to this resolution shall be determined by the Board of Directors based on the Company’s share price; this issue price shall be equal to the average of the opening trading prices for the Company’s share during the 20 trading days preceding the date of the Board of Directors’ decision setting the opening date for the period of subscription to a share capital increase performed on the basis of the twenty‑first resolution, with the possibility of reducing this average by a maximum discount of 20%; the amount of this discount shall be determined by the Board of Directors within the aforementioned limit;
- decides that the Board of Directors shall have full powers, under the terms and conditions set forth by law and within the limits defined above, with the option of sub‑delegation, so as to implement this delegation and particularly in order to:
- set the date and price for the issue of shares or other equity securities to be issued in accordance with this resolution as well as the other terms and conditions governing the issue,
- determine the beneficiary (or list of beneficiaries) for the cancellation of the preferential subscription rights within the above‑defined category, as well as the number of shares to be subscribed by such beneficiary (or each beneficiary),
- where appropriate, determine the characteristics of the other equity securities granting access to the Company’s share capital under the applicable legal and regulatory conditions,
- record the completion of the share capital increase, complete, directly or through an authorized representative, all the transactions and formalities involving the share capital increases and, on its sole decision and if it deems appropriate, deduct the share capital increase costs from the amount of additional paid‑in capital relating to such increases, amend the articles of association accordingly and perform all the necessary formalities and, where appropriate, take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated exchange;
- decides that this delegation of authority granted to the Board of Directors is valid for a period of 18 months starting from the date of this General Meeting.
