5PROPOSED RESOLUTIONS AND PURPOSE
NOTICE OF MEETING
Ordinary General Meeting:
- Approval of the Company financial statements for the fiscal year ended December 31, 2024
- Approval of the consolidated financial statements for the fiscal year ended December 31, 2024
- Appropriation of 2024 earnings; setting of the dividend
- Authorization granted to the Board of Directors for a period of 18 months to allow the Company to trade in its own shares
- Renewal of the term of office of Mr Xavier Huillard as Director of the Company
- Renewal of the term of office of Mr Aiman Ezzat as Director of the Company
- Renewal of the term of office of Mr Bertrand Dumazy as Director of the Company
- Statutory Auditors’ Special Report on agreements covered by the articles L. 225-38 et seq. of the French Commercial Code
- Approval of the components of the remuneration paid during or awarded in respect of the fiscal year ended December 31, 2024 to Mr François Jackow, Chief Executive Officer
- Approval of the components of the remuneration paid during or awarded in respect of the fiscal year ended December 31, 2024 to Mr Benoît Potier, Chairman of the Board of Directors
- Approval of information relating to the remuneration of corporate officers stated in article L. 22-10-9 I of the French Commercial Code
- Approval of the remuneration policy applicable to the Chief Executive Officer
- Approval of the remuneration policy applicable to the Chairman of the Board of Directors
- Approval of the remuneration policy applicable to Directors
Extraordinary General Meeting:
- Authorization granted to the Board of Directors for a period of 24 months to reduce the share capital by cancellation of treasury shares
- 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
- 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
- Authorization granted to the Board of Directors for a period of 38 months to grant to employees and Company Officers of the Group, or some of such employees and Company Officers, share subscription options or share purchase options resulting in the waiver by Shareholders of their preferential subscription rights to shares to be issued upon exercise of the subscription options
- Authorization granted to the Board of Directors for a period of 38 months to grant existing or new shares to employees and Company Officers of the Group, or some of such employees and Company Officers, resulting in the waiver by Shareholders of their preferential subscription rights to the shares to be issued
- 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
- 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
- Amendment of article 14 (Board of Directors' meetings and deliberations) of the articles of association in application of Law no. 2024-537 of June 13, 2024 aimed at increasing the financing of businesses and the attractiveness of France
Ordinary General Meeting:
- Powers for formalities