On the recommendation of the Appointments and Governance Committee, it is proposed that the General Meeting modify the age limit applicable to a percentage of Directors, i.e. that the number of Directors whose age exceeds 72 years (instead of 70 years in the current wording of the articles of association) should not exceed one third of the total number of Directors.
This change would make it possible, in particular in the context of an extension of working lives and in line with market practices, to continue to benefit from the skills and expertise of experienced Directors and, in the interest of the Company, to leave as many options open as possible when renewing terms of office.
Under the 21st resolution you are asked to amend article 11 of the articles of association accordingly.
In this context, it is also proposed to set the age limit for the Chairman of the Board of Directors at 72 years instead of the current 70 years. Consequently, the exemption provided for by the articles of association in the event of exceptional circumstances, according to which the age limit of the Chairman may be increased to 72 years (instead of 70 years), upon the discretion of the Board, when the Chairman of the Board of Directors does not also assume the role of Chief Executive Officer, would be deleted.
Under the 22nd resolution you are asked to amend article 12 of the articles of association accordingly.
(Amendment of article 11 (Composition of the Board of Directors) of the articles of association concerning the modification of the age limit applicable to a percentage of Directors)
The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, having noted the Board of Directors’ Report, decides to amend the provisions of article 11 (Composition of the Board of Directors) of the Company’s articles of association in order to raise from 70 to 72 the maximum age at which a natural person can’t be appointed as a Director, if his/ her appointment would have the effect of increasing the number of Directors who have exceeded this age to more than one third.
The 6th paragraph of article 11 of the articles of association will now read as follows:
| Old text | New text |
| No individual over the age of 70 shall be appointed as a member of the Board of Directors if his appointment increases the number of the members of the Board of Directors who have passed this age to over one third. If during their term, the number of the members of the Board of Directors who have passed 70 years of age exceeds one third of the Board’s members, the oldest member of the Board of Directors who has not carried out management functions in the Company is deemed to have resigned at the end of the Annual General Meeting held following the occurrence of this event. | No individual over the age of 72 shall be appointed as a member of the Board of Directors if his/her appointment increases the number of the members of the Board of Directors who have passed this age to over one third. If during their term, the number of the members of the Board of Directors who have passed 72 years of age exceeds one third of the Board’s members, the oldest member of the Board of Directors who has not carried out management functions in the Company is deemed to have resigned at the end of the Annual General Meeting held following the occurrence of this event. |
The other paragraphs of article 11 remain unchanged.
(Amendment of article 12 (Organization and management of the Board of Directors) of the articles of association concerning the modification of the age limit for the Chairman of the Board of Directors)
The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, having noted the Board of Directors’ Report, decides to amend the provisions of article 12 (Organization and management of the Board of Directors) of the Company’s articles of association in order to raise the age limit for the Chairman of the Board of Directors to 72, when the
latter does not also assume the role of Chief Executive Officer. As a result, the Extraordinary General Meeting cancels the derogation authorizing the Board of Directors to raise the age limit of the Chairman of the Board of Directors to 72 years in the event of exceptional circumstances, which becomes irrelevant.
The 4th paragraph of article 12 of the articles of association will now read as follows:
| Old text | New text |
| No Director who does not also assume the role of Chief Executive Officer may be appointed as Chairman of the Board of Directors after the age of 70 (or 72 if the Board decides at its discretion to derogate from this limit in exceptional circumstances). If, during the term of office, this age limit is reached, the Chairman’s mandate shall terminate at the close of the General Meeting held to approve the financial statements for the fiscal year during which they have reached the age limit. | No Director who does not also assume the role of Chief Executive Officer may be appointed as Chairman of the Board of Directors after the age of 72. If, during the term of office, this age limit is reached, the Chairman’s mandate shall terminate at the close of the General Meeting held to approve the financial statements for the fiscal year during which they have reached the age limit. |
The other paragraphs of article 12 remain unchanged.
