Invitation to our General Meeting 2024

Extraordinary General Meeting

EXTRAORDINARY GENERAL MEETING

RESOLUTION 17 AUTHORIZATION TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES

Purpose

In the 17th resolution you are asked, as every year, to authorize the Board of Directors to cancel any or all of the shares purchased in the share buyback program and reduce share capital under certain conditions, particularly in order to fully offset, where necessary, any potential dilution resulting from capital increases relating to employee shareholding transactions.

The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to reserve or additional paid-in capital accounts.

This authorization granted to the Board of Directors will be for a period of 24 months.

SEVENTEENTH RESOLUTION

(Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares)

The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, having noted the Board of Directors’ Report and the Statutory Auditors’ Special Report, authorizes the Board of Directors to cancel, via its decisions alone, on one or more occasions, and within the limit of 10% of the Company’s share capital per 24-month period, any or all of the shares bought back by the Company within the scope of the authorization adopted by this Ordinary General Meeting in its fourth resolution and of those shares bought back within the scope of the authorization adopted by the Ordinary General Meeting of May 3, 2023, and to reduce the share capital by this amount.

The difference between the carrying amount of the canceled shares and their nominal amount will be allocated to any reserve or additional paid-in capital accounts.

This authorization is granted for a period of 24 months starting from the date of this Meeting. It supersedes the authorization granted by the Extraordinary General Meeting of May 3, 2023, in its eighteenth resolution with respect to the non-utilized portion of such authorization.

Full powers are granted to the Board of Directors, with the possibility of sub-delegation under the conditions set by law, to implement this authorization, deduct the difference between the carrying amount of the shares canceled and their nominal amount from all reserve and additional paid-in capital accounts and to carry out the necessary formalities to implement the reduction in capital which shall be decided in accordance with this resolution and amend the articles of association accordingly.

RESOLUTION 18 SHARE CAPITAL INCREASE THROUGH CAPITALIZATION OF ADDITIONAL PAID-IN CAPITAL, RESERVES, PROFITS OR ANY OTHER AMOUNTS

Purpose

The Combined General Meeting of May 4, 2022 authorized the Board of Directors, for a period of 26 months, to increase the share capital, on one or more occasions, through the incorporation of additional paid-in capital, reserves, profits or other amounts, including with a view to free shares attributions for Shareholders.

This authorization was partially used in 2022: the Company allocated one free share for 10 existing shares following a capital increase by incorporation of a sum of 268 million euros deducted from the “Issue premiums” item, thus creating 48,905,499 new shares (amount including the 10% increase, i.e. one additional free share for every 100 existing shares held in registered form for more than two full calendar years).

The aim of the 18th resolution is to renew this authorization up to a maximum of 320 million euros. As in 2022, in order to provide Shareholders with the right to express an opinion on such a capital increase during periods of takeover bids, it is proposed that this delegation of authority be suspended during periods of takeover bids. On the basis of this resolution, an allocation of free shares at the rate of one free share for 10 shares held, as well as the application of a loyalty bonus, are planned for 2024.

EIGHTEENTH RESOLUTION

(Delegation of authority granted to the Board of Directors for a period of 26 months to increase the share capital through the incorporation of additional paid-in capital, reserves, profits or any other amounts, for a maximum amount of 320 million euros)

The Shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, having noted the Board of Directors’ Report and pursuant to the provisions of articles L. 225- 129-2, L. 225-130 and L. 22-10-50 of the French Commercial Code:

  • delegate to the Board of Directors, with the option of sub-delegation, the authority necessary to increase the share capital on one or more occasions, according to the terms and conditions and at the times it shall determine, through the capitalization of additional paid-in capital, reserves, profits or any other amounts that may be capitalized, the capitalization of which will be possible under law and the articles of association, as a free share attribution to Shareholders and/or an increase in the par value of existing shares;
  • 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 may not exceed 320 million euros, it being specified that to this limit will be added the nominal amount of shares that may be issued pursuant to applicable legal and regulatory provisions, and, when relevant, contractual stipulations providing for other adjustments, to preserve the rights of holders of marketable securities or other rights conferring access to share capital and that this limit is distinct and independent from the limit provided for in paragraph 2 of the nineteenth resolution passed by the Extraordinary General Meeting of May 3, 2023 (or any resolution which would replace it at a later date); in any event, the total amount of share capital increases likely to be performed in this way may not exceed the amount of additional paid-in capital, reserve or profit accounts or any other amounts existing at the time of the capital increase;
  • decide that, should the Board of Directors use this delegation, pursuant to the provisions of articles L. 225-130 and L. 22-10-50 of the French Commercial Code, fractional rights shall not be negotiable and the corresponding securities shall be sold; the sums resulting from such sale shall be allocated to the holders of rights under the applicable regulatory conditions;
  • take due note that this delegation supersedes the delegation granted to the Board of Directors under the nineteenth resolution of the Extraordinary General Meeting of May 4, 2022, for the unused portion of the delegation;
  • 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 in particular to set the terms of issue, to deduct from one or more “available reserves” accounts the costs arising from the corresponding share capital increase and, if deemed appropriate, all sums necessary to bring the legal reserve up to one-tenth of the new share capital after each share issue, duly record the completion of the resulting share capital increases, make the corresponding amendments to the articles of association and, generally, complete all the formalities relating to the share capital increases.