Invitation to our general meeting 2025

5. Proposed resolutions and purpose

This authorization supersedes the authorization granted by virtue of the twentieth resolution of the Extraordinary General Meeting of May 4, 2022, for its unused portion.

Nineteenth Resolution

(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)

The Shareholders, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having reviewed the Report of the Board of Directors and the Statutory Auditors’ Special Report:

  • authorize the Board of Directors, within the scope of articles L. 225-197-1 et seq., L. 22-10-59 and L. 22-10-60 of the French Commercial Code, to proceed, on one or more occasions, to free share attribution of existing or new shares to beneficiaries, whom it will determine from among the employees and Company Officers of the Company and the entities affiliated with the Company, pursuant to article L. 225-197-2 of the aforementioned Code, under the following conditions;
  • decide that the existing or new shares that are granted pursuant to this authorization may not represent more than 0.5% of the share capital on the date of the decision by the Board of Directors to grant them, bearing in mind that the shares granted to Company Officers pursuant to this authorization may not represent more than 0.1% of the share capital on the date of the decision by the Board of Directors to grant them; the total numbers of shares thus determined do not take into account any adjustments that could be made in the event of a transaction involving the Company’s share capital;
  • decide that the maximum par value amount of share capital increases performed on the basis of this authorization shall be deducted from the overall limit stipulated in paragraph 2 of the sixteenth resolution of this Extraordinary General Meeting (or any resolution which would replace it at a later date);
  • decide that the allocation of said shares to their beneficiaries will become definitive at the end of a minimum vesting period of three years and without a minimum holding period following the final grant of the shares, it being understood that the Board of Directors will have the option to extend the vesting period, as well as to set a holding period from the end of the vesting period;
  • decide that the grant of such shares to their beneficiaries shall become definitive prior to the end of the above-mentioned vesting period and that such shares shall be freely transferable in the event of the disability of the beneficiary under the conditions provided for by law;
  • take due note that, in the event of the free attribution of new shares, this authorization shall entail, as and when such shares are definitely granted, an increase in capital by capitalization of additional paid-in capital, reserves or profits in favor of the beneficiaries of the shares and the correlative waiver by the Shareholders of their preferential rights for such shares in favor of the beneficiaries;
  • grant full powers to the Board of Directors with the possibility of sub-delegation under the conditions set by law, to implement this authorization. The Board of Directors shall have full powers in order to, in particular:
  • — determine the identity of the beneficiaries or the category or categories of beneficiaries, of the share attribution and the number of shares attributed to each of them,
  • — set the conditions and, where applicable, the criteria for the attribution of shares,
  • — provide for the possibility to provisionally suspend the rights to the attribution under the conditions provided for by law and the applicable regulations,
  • — register the free shares attributed in a registered account in the name of the holder, mentioning, where applicable, the holding period and the duration of such period, and to waive the holding period for the shares in any circumstance in which this resolution or the applicable regulations make it possible to waive such holding period,
  • — provide for the possibility, if it deems it necessary, to adjust the number of free shares attributed in order to preserve the rights of the beneficiaries in the event of any transactions on the Company’s share capital during the vesting period, as referred to article L. 225-181, paragraph 2, of the French Commercial Code, under conditions which it shall determine,
  • — in the event of the issuance of new shares, to deduct, where applicable, from the reserves, profits or additional paid-in capital as it chooses, the amounts required to pay for such shares, to record the completion of the share capital increases carried out under this authorization, to amend the articles of association accordingly and, in general, to carry out all necessary acts and formalities.
  • This authorization is granted for a period of 38 months as from the date hereof and supersedes the authorization granted by virtue of the twenty-first resolution of the Extraordinary General Meeting of May 4, 2022, for its unused portion.