Invitation to our general meeting 2025

5. Proposed resolutions and purpose

Twenty-first Resolution

(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)

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, pursuant to the provisions of articles L. 225-129 to L. 225-129-2 and article L. 225-138 of the French Commercial 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 it shall deem fit, via the issuance of ordinary shares of the Company as well as any other equity securities conferring entitlement to the Company’s share capital, reserved for the category of beneficiaries defined hereafter;
  • 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 twentieth 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 to cancel the Shareholders’ preferential subscription rights to the shares or other equity securities, and to the equity securities to which these equity securities would give entitlement, that may be issued pursuant to this resolution and to reserve the right to subscribe to them for the category of beneficiaries meeting the following characteristics: (i) employees and corporate officers of companies related to the Company under the conditions of article L. 225-180 of the French Commercial Code and article L. 3341-1 of the French Labor Code and having their registered office outside France and/or (ii) any financial institution or subsidiary of such an institution mandated by the Company and which may subscribe for shares or other equity securities issued by the Company pursuant to this resolution, for the sole purpose of allowing employees and corporate officers of foreign companies related to the Company within the meaning of articles L. 225-180 of the French Commercial Code and L. 3344-1 of the French Labor Code to benefit from a shareholding or investment scheme with an economic profile comparable to an employee shareholding scheme that may be set up as part of a capital increase carried out pursuant to the twentieth resolution submitted to the vote of this General Meeting, taking into account the regulatory and tax and/or social framework applicable in the countries of residence of the employees and corporate officers of the aforementioned foreign companies and/or (iii) pooled-investment funds (OPCVM) or other employee shareholding entities, whether or not a legal entity, invested in Company shares whose unit holders or shareholders are made up of the persons mentioned in (i) or allowing these persons to benefit, directly or indirectly, from a system of shareholding or savings in Company shares;
  • decides that the unit issue price of the shares to be issued pursuant to this resolution will be set by the Board of Directors (i) on the basis of the Company’s share price; this issue price will be equal to the average of the opening listed prices of the Company’s shares during the 20 trading sessions preceding the day of the Board of Directors’ decision setting the opening date of the subscription to a capital increase carried out on the basis of the twentieth resolution, with the ability to reduce this average by a maximum discount of 20%; the amount of any such discount will be determined by the Board of Directors within the aforementioned limit, and/or (ii) at the same price decided on the basis of the twentieth resolution in the event of a concomitant transaction and/or (iii) in accordance with the terms for setting the subscription price for Company shares, taking into account the specific regime of an offer of Company shares that may be made as part of a shareholding scheme governed by foreign law, in particular under a Share Incentive Plan in the United Kingdom or a plan established pursuant to sections 401 (k) or 423 of the United States Tax Code;
  • decides that the Board of Directors shall have full powers, under the terms and conditions set forth by law and within the limits defined above, with the option of sub-delegation, so as to implement this delegation and particularly in order to:
  • — set the date and price for the issue of shares or other equity securities to be issued in accordance with this resolution as well as the other terms and conditions governing the issue,
  • — determine the beneficiary (or list of beneficiaries) for the cancellation of the preferential subscription rights within the above-defined category, as well as the number of shares to be subscribed by such beneficiary (or each beneficiary),
  • — where appropriate, determine the characteristics of the other equity securities granting access to the Company’s share capital under the applicable legal and regulatory conditions,
  • — record the completion of the share capital increase, complete, directly or through an authorized representative, all the transactions and formalities involving the share capital increases and, on its sole decision and if it deems appropriate, deduct the share capital increase costs from the amount of additional paid-in capital relating to such increases, amend the articles of association accordingly and perform all the necessary formalities and, where appropriate, take any measures with a view to listing the shares issued pursuant to this resolution for trading on the Euronext Paris regulated exchange;
  • decides that this delegation of authority granted to the Board of Directors is valid for a period of 18 months starting from the date of this General Meeting.

Resolution 22 Proposed modification 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)

Purpose

On the recommendation of the Appointments and Governance Committee, your Board asks you, in the 22nd resolution, to amend the provisions of article 14 of the articles of association in accordance with the new provisions of Law No. 2024-537 of June 13, 2024 aimed at increasing the financing of companies and the attractiveness of France.

This new regulation stipulates in particular that, in principle, members of the Board of Directors who take part in the meeting by telecommunication means are now deemed present for the calculation of quorum and majority and for all decisions, including decisions for which the physical presence of the Directors was, until now, required.

The purpose of the 22nd resolution is to update article 14 of the articles of association, which already provided for this possibility under the conditions of the old text, with the provisions of the regulation that came into force on October 11, 2024.

You are also asked to remove, in the same article, the provisions concerning the use of written consultation for decisions of the Board of Directors. The Board of Directors does not, at this stage, wish to set up a system allowing the use of written consultations under the conditions provided for by the new regulation, nor to use the option of voting by mail at Board meetings.

Twenty-second Resolution

(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)

The General Meeting, deliberating according to the quorum and majority required for Extraordinary General Meetings, after having noted the Board of Directors' Report, pursuant to Law no. 2024-537 of June 13, 2024 aimed at increasing the financing of companies and the attractiveness of France, decides:

  • to amend the provisions relating to the holding of Board meetings by telecommunication means, in the penultimate paragraph of article 14 (Board of Directors' meetings and deliberations) of the Company’s articles of association, in order to adapt the latter to the terms of the new regulation; and
  • to remove the provisions that provided for the use of written consultation for decisions of the Board of Directors in accordance with the provisions of the old regulation, in the last paragraph of the same article.
Article 14 – Board of Directors' meetings and deliberations

The 11th and 12th paragraphs of article 14 of the articles of association will now read as follows:

Old text New text
Old text

The Board of Directors may stipulate in its internal rules that the members of the Board of Directors who take part in the Board’s meeting by videoconference or telecommunications in accordance with the conditions provided by the regulations in force shall be considered as present for calculating the quorum and voting majority of the members, for all decisions in which the law does not exclude such possibility.

The Board of Directors may make certain decisions by written consultation of the Directors, under the conditions set forth in the regulations in force.

 New text

For the purposes of calculating the quorum and majority, members of the Board of Directors who take part in a Board meeting by means of telecommunication, under the conditions set forth in the regulations in force, are deemed to be present.

The other paragraphs of article 14 remain unchanged.