Invitation to our General Meeting 2024

Introduction

RESOLUTIONS 19 AND 20 CAPITAL INCREASE RESERVED FOR EMPLOYEES

Purpose

The resolutions authorizing a capital increase reserved for employees are, as in 2023, submitted to this Meeting. The total nominal amount of share capital increases likely to be performed under these resolutions is 22 million euros, corresponding to the issue of a maximum of 4 million shares, or 0.76% of the share capital as at December 31, 2023. This amount shall be deducted from the nominal limit of 470 million euros, i.e. around 16% of the share capital, as stipulated in the 19th resolution of the Extraordinary General Meeting of May 3, 2023 (or any resolution which would replace it at a later date), relating to the overall limit for share capital increases likely to be performed on delegation to the Board of Directors.

The 19th resolution outlines the conditions of share capital increases reserved for members of a Company or Group Savings Plan; it is accompanied in the 20th resolution by a similar provision for Group employees and corporate officers based abroad who could not benefit from the shareholding mechanism which will be established pursuant to the 19th resolution.

These two delegations will be valid for a period of 26 months for the 19th resolution and for a period of 18 months for the 20th resolution. They shall result in the waiver by Shareholders of their preferential subscription rights in favor of the concerned beneficiaries.

The previous employee shareholding operation took place in November 2023, in accordance with the authorization given by the 21st resolution of the General Meeting of May 3, 2023. The subscription price of the shares was 126.49 euros (134.40 euros in the United States) per share. 22,093 employees (and retirees) in 57 countries representing 32.49% of eligible employees subscribed to this operation.

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 2023, the share capital held by employees and former employees of the Group is estimated at 2.9% of which 2.1% corresponds to shares subscribed by employees during capital increases reserved for employees or held through dedicated mutual funds.

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