Invitation to our general meeting 2025

5. Proposed resolutions and purpose

Resolutions 20 and 21 Capital increase reserved for employees with cancellation of Shareholder preferential subscription rights

Purpose

The resolutions authorizing a capital increase reserved for employees are, as in 2024, 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, i.e. 0.69% of the share capital as at December 31, 2024. This amount shall be deducted from the nominal limit of 470 million euros, i.e. around 15% of the share capital, as stipulated in the 16th resolution of this Meeting (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 20th resolution outlines the conditions of share capital increases reserved for members of a Company or Group Savings Plan; it is accompanied in the 21st 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 20th resolution. The wording of the 21st resolution has been supplemented in order to be able to propose to the Group’s employees abroad, where applicable, if the Board of Directors deems it appropriate, shareholding schemes with specific characteristics that may be distinct from plans put in place under the 20th resolution.

These two delegations will be valid for a period of 26 months for the 20th resolution and for a period of 18 months for the 21st resolution. They shall result in the waiver by Shareholders of their preferential subscription rights in favor of the concerned beneficiaries.

The employee shareholding transactions authorized by these resolutions make it possible to involve employees more closely in the Group’s development.

At the end of 2024, 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.

Twentieth 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. 3331-1 et seq. of the French Labor Code:

  • delegates to the Board of Directors the authority to decide to increase the Company’s share capital, on one or more occasions, at the time or times and in the proportions that it deems appropriate, via the issuance of ordinary shares of the Company as well as other equity securities granting access to the Company’s share capital, reserved for members of a Company or Group Savings Plan;
  • decides that the total amount of share capital increases likely to be performed under this resolution may not exceed a maximum nominal amount of 22 million euros, corresponding to the issue of a maximum of 4 million shares, it being specified that this amount does not include additional shares to 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 equity securities conferring access to share capital and that the total amount of capital increases to be performed under this resolution and the twenty-first resolution may not exceed the aforementioned nominal amount of 22 million euros;
  • decides that the maximum nominal amount of share capital increases to be performed on the basis of this delegation 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);
  • decides that the beneficiaries of these capital increases will be, directly or through an intermediary of a Company mutual fund (FCPE) or all other structures or entities permitted by applicable legal or regulatory provisions, the members, within the Company and the French or foreign companies affiliated to it within the meaning of article L. 225-180 of the French Commercial Code and article L. 3344-1 of the French Labor Code, of a Company or Group Savings Plan;
  • decides to cancel the preferential subscription rights of Shareholders to the new shares or other equity securities, and equity securities to which the latter would confer entitlement, which shall be issued in favor of the aforementioned members of a Company or Group Savings Plan in accordance with this resolution;
  • decides that the subscription price may not exceed the average, pursuant to the provisions of article L. 3332-19 of the French Labor Code, of the opening trading prices for the Company’s share during the 20 trading days preceding the date of the decision setting the opening date for the subscription period, or be more than 20% lower than such average, bearing in mind that the General Meeting officially authorizes the Board of Directors, if deemed appropriate, to reduce or cancel the aforementioned discount, in view of especially the legal, regulatory and tax constraints under the applicable foreign law, where applicable;
  • decides, in accordance with article L. 3332-21 of the French Labor Code, that the Board of Directors may provide for the free share attribution, to the aforementioned beneficiaries, of shares to be issued or already issued or other equity securities or securities granting access to the Company’s capital to be issued or already issued, in respect of (i) the contribution that could be paid in accordance with the regulations governing Company or Group Saving Plans, and/or (ii) where appropriate, the discount;
  • also decides that, should the beneficiaries not subscribe to the entire capital increase within the allotted deadlines, the capital increase would only be performed for the amount of the shares subscribed, and that the non-subscribed shares may be offered again to the beneficiaries concerned within the scope of a subsequent capital increase;
  • grants full powers to the Board of Directors with the option of sub-delegation under the conditions set by law, to determine, within the limits described above, the various terms and conditions of the transaction and particularly:
  • — define the criteria which the companies must meet in order for their employees to be entitled to benefit from the capital increases,
  • — determine the list of these companies,
  • — set the terms and conditions of the share issue, the characteristics of the shares, and, where appropriate, the other equity securities, determine the subscription price calculated based on the method defined above, set the terms and conditions and deadline for fully paying up the subscribed shares; deduct from the “additional paid-in capital” account all costs relating to these capital increases 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; and generally complete, directly or through an authorized representative, all the transactions and formalities relating to the share capital increases performed under this resolution and, where appropriate, especially take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated exchange,
  • — set the opening and closing dates for the subscription period, record the completion of the corresponding capital increase, and amend the articles of association accordingly;
  • decides that this delegation of authority granted to the Board of Directors is valid for a period of 26 months starting from the date of this General Meeting.