2019 Annual financial report

Chapter 8. Company information and capital structure

Table of delegations of authority and authorizations granted to the Management Board regarding financial matters

Type of delegation or authorization

Date of the meeting

Duration of the authorization

Amount authorized

Used in 2019

Type of delegation or authorization

Share buybacks

Authorization to trade in the Company’s shares*

Authorization to trade in the Company’s shares*

Date of the meeting

May 29, 2019

(22nd resolution)

Authorization to trade in the Company’s shares*

Duration of the authorization

18 months

Maturity:

29/11/2020**

Authorization to trade in the Company’s shares*

Amount authorized

No more than 10% of the share capital Maximum amount: Euro 1,999,623,300
Maximum unit purchase price: Euro 85

Authorization to trade in the Company’s shares*

Used in 2019

see details in Section 8.3.3

Type of delegation or authorization

Cancellation of shares

Authorizations to reduce share capital through the cancellation of treasury shares

Authorizations to reduce share capital through the cancellation of treasury shares

Date of the meeting

May 29, 2019

(23rd resolution)

Authorizations to reduce share capital through the cancellation of treasury shares

Duration of the authorization

26 months

Maturity:

29/07/2021

Authorizations to reduce share capital through the cancellation of treasury shares

Amount authorized

No more than 10% of capital per 24 month period

Authorizations to reduce share capital through the cancellation of treasury shares

Used in 2019

None

Type of delegation or authorization

Equity issues

Delegation to increase share capital by issuing shares or equity securities convertible to equity* with preferential subscription rights

Delegation to increase share capital by issuing shares or equity securities convertible to equity* with preferential subscription rights

Date of the meeting

May 30, 2018

(20th resolution)

Delegation to increase share capital by issuing shares or equity securities convertible to equity* with preferential subscription rights

Duration of the authorization

26 months

Maturity: 07/30/2020**

Delegation to increase share capital by issuing shares or equity securities convertible to equity* with preferential subscription rights

Amount authorized

Maximum par value amount: Euro 30,000,000(1) Maximum nominal value of debt securities: Euro 1,200,000,000(2)

Delegation to increase share capital by issuing shares or equity securities convertible to equity* with preferential subscription rights

Used in 2019

None

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through a public offering*

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through a public offering*

Date of the meeting

May 30, 2018

(21st resolution)

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through a public offering*

Duration of the authorization

26 months

Maturity: 07/30/2020**

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through a public offering*

Amount authorized

Maximum par value amount: Euro 9,000,000 (1)(3)

Maximum par value amount: Euro 9,000,000(1)(3) Maximum nominal value of debt securities: Euro 1,200,000,000 (2)

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through a public offering*

Used in 2019

None

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through an offer made pursuant to paragraph II of article L. 411-2 of the French Monetary and Financial Code (by private placement)*

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through an offer made pursuant to paragraph II of article L. 411-2 of the French Monetary and Financial Code (by private placement)*

Date of the meeting

May 30, 2018

(22nd resolution)

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through an offer made pursuant to paragraph II of article L. 411-2 of the French Monetary and Financial Code (by private placement)*

Duration of the authorization

26 months

Maturity: 07/30/2020**

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through an offer made pursuant to paragraph II of article L. 411-2 of the French Monetary and Financial Code (by private placement)*

Amount authorized

No more than 20% of capital per year Maximum par value amount: Euro 9,000,000 (1)(3) Maximum nominal value of debt securities: Euro 1,200,000,000 (2)

Delegation to increase share capital by issuing shares or equity securities convertible to equity without preferential subscription rights through an offer made pursuant to paragraph II of article L. 411-2 of the French Monetary and Financial Code (by private placement)*

Used in 2019

None

Delegation to increase the number of securities issued in the event of a capital increase, with or without preferential subscription rights decided pursuant to the 20th to 22nd resolutions of the General Shareholders’ Meeting on May 30, 2018*

Delegation to increase the number of securities issued in the event of a capital increase, with or without preferential subscription rights decided pursuant to the 20th to 22nd resolutions of the General Shareholders’ Meeting on May 30, 2018*

Date of the meeting

May 30, 2018

(23th resolution)

Delegation to increase the number of securities issued in the event of a capital increase, with or without preferential subscription rights decided pursuant to the 20th to 22nd resolutions of the General Shareholders’ Meeting on May 30, 2018*

Duration of the authorization

26 months

Maturity: 07/30/2020**

Delegation to increase the number of securities issued in the event of a capital increase, with or without preferential subscription rights decided pursuant to the 20th to 22nd resolutions of the General Shareholders’ Meeting on May 30, 2018*

Amount authorized

No more than 15%(1)(3) of the initial issue and at the same price as this issue

Delegation to increase the number of securities issued in the event of a capital increase, with or without preferential subscription rights decided pursuant to the 20th to 22nd resolutions of the General Shareholders’ Meeting on May 30, 2018*

Used in 2019

None

Authorization to set the issue price of share capital increases carried out under the 21st and 22nd resolutions of the General Shareholders’ Meeting of May 30, 2018*

Authorization to set the issue price of share capital increases carried out under the 21st and 22nd resolutions of the General Shareholders’ Meeting of May 30, 2018*

Date of the meeting

May 30, 2018

(24th resolution)

Authorization to set the issue price of share capital increases carried out under the 21st and 22nd resolutions of the General Shareholders’ Meeting of May 30, 2018*

Duration of the authorization

26 months

26 months Maturity: 07/30/2020**

Authorization to set the issue price of share capital increases carried out under the 21st and 22nd resolutions of the General Shareholders’ Meeting of May 30, 2018*

Amount authorized

Up to 10% of the share capital per annum (1)(3)

Authorization to set the issue price of share capital increases carried out under the 21st and 22nd resolutions of the General Shareholders’ Meeting of May 30, 2018*

Used in 2019

None

Delegation to increase share capital by incorporating reserves, earnings, premiums or other sums*

Delegation to increase share capital by incorporating reserves, earnings, premiums or other sums*

Date of the meeting

26 months

(25th resolution)

Delegation to increase share capital by incorporating reserves, earnings, premiums or other sums*

Duration of the authorization

26 mois

26 months Maturity: 07/30/2020**

Delegation to increase share capital by incorporating reserves, earnings, premiums or other sums*

Amount authorized

MMaximum par value amount: Euro 30,000,000 (1)

Delegation to increase share capital by incorporating reserves, earnings, premiums or other sums*

Used in 2019

None

Delegation to issue shares or other securities in the event of a public offering initiated by the Company*

Delegation to issue shares or other securities in the event of a public offering initiated by the Company*

Date of the meeting

May 30, 2018

(26th resolution)

Delegation to issue shares or other securities in the event of a public offering initiated by the Company*

Duration of the authorization

26 months

Maturity: 07/30/2020**

Delegation to issue shares or other securities in the event of a public offering initiated by the Company*

Amount authorized

Maximum par value amount: Euro 9,000,000(1) (3)

Maximum nominal value of debt securities: Euro 1,200,000,000(2)

Delegation to issue shares or other securities in the event of a public offering initiated by the Company*

Used in 2019

None

Delegation to issue shares or other securities as consideration for contributions in-kind granted to the Company*

Delegation to issue shares or other securities as consideration for contributions in-kind granted to the Company*

Date of the meeting

May 29, 2019

(24th resolution)

Delegation to issue shares or other securities as consideration for contributions in-kind granted to the Company*

Duration of the authorization

26 months

Maturity: 07/29/2021**

Delegation to issue shares or other securities as consideration for contributions in-kind granted to the Company*

Amount authorized

Up to 10% of the share capital(1)(2)(3)

Delegation to issue shares or other securities as consideration for contributions in-kind granted to the Company*

Used in 2019

None

Type of delegation or authorization

Issues reserved for Company or Group employees and managers

Authorization to grant free shares to employees and/or corporate officers of the Company or companies within the Group

Authorization to grant free shares to employees and/or corporate officers of the Company or companies within the Group

Date of the meeting

May 30, 2018

(27th resolution)

Authorization to grant free shares to employees and/or corporate officers of the Company or companies within the Group

Duration of the authorization

38 months

Maturity: 07/30/2021

Authorization to grant free shares to employees and/or corporate officers of the Company or companies within the Group

Amount authorized

No more than 3% of the share capital (including 0.3% of the share capital for executivecorporate officers)

Authorization to grant free shares to employees and/or corporate officers of the Company or companies within the Group

Used in 2019

Total award of 1,271,060 free shares

Authorization to grant stock options to employees and/or corporate officers

Authorization to grant stock options to employees and/or corporate officers

Date of the meeting

May 29, 2019

(25th resolution)

Authorization to grant stock options to employees and/or corporate officers

Duration of the authorization

38 months

Maturity: 07/29/2022

Authorization to grant stock options to employees and/or corporate officers

Amount authorized

No more than 3% of the share capital (including 0.3% of the share capital for executive corporate officers) (4)

Authorization to grant stock options to employees and/or corporate officers

Used in 2019

None

Delegation to increase capital for the benefit of subscribers to a company savings plan

Delegation to increase capital for the benefit of subscribers to a company savings plan

Date of the meeting

May 29, 2019

(26th resolution)

Delegation to increase capital for the benefit of subscribers to a company savings plan

Duration of the authorization

26 months

Maturity: 07/29/2021**

Delegation to increase capital for the benefit of subscribers to a company savings plan

Amount authorized

Maximum par value amount: Euro 2,800,000 (1)(5)

Delegation to increase capital for the benefit of subscribers to a company savings plan

Used in 2019

none

Delegation to increase capital for the benefit of subscribers to a company savings plan

Delegation to increase capital for the benefit of subscribers to a company savings plan

Date of the meeting

May 29, 2019

(26th resolution)

Delegation to increase capital for the benefit of subscribers to a company savings plan

Duration of the authorization

26 months

Maturity: 07/29/2021**

Delegation to increase capital for the benefit of subscribers to a company savings plan

Amount authorized

Maximum par value amount: Euro 2,800,000 (1)(5)

Delegation to increase capital for the benefit of subscribers to a company savings plan

Used in 2019

none

Delegation to increase capital for the benefit of certain categories of recipients located outside France in order to establish a shareholder or savings plan for them

Delegation to increase capital for the benefit of certain categories of recipients located outside France in order to establish a shareholder or savings plan for them

Date of the meeting

May 29, 2019

(27th resolution)

Delegation to increase capital for the benefit of certain categories of recipients located outside France in order to establish a shareholder or savings plan for them

Duration of the authorization

18 months

Maturity: 11/29/2020**

Delegation to increase capital for the benefit of certain categories of recipients located outside France in order to establish a shareholder or savings plan for them

Amount authorized

Maximum par value amount: Euro 2,800,000 (1)(5)

Delegation to increase capital for the benefit of certain categories of recipients located outside France in order to establish a shareholder or savings plan for them

Used in 2019

Néant

(1) This amount counts toward the euro 30,000,000 maximum for all capital increases set forth by the Extraordinary Shareholders’ Meeting of May 30, 2018 in its 20th resolution.
(2) This amount counts toward the euro 1,200,000,000 maximum for all debt security issues set by the Extraordinary Shareholders’ Meeting of May 30, 2018 in its 20th resolution.
(3) This amount counts towards the euro 9,000,000 maximum par value of capital increases without preferential subscription rights set forth by the Extraordinary Shareholders’ Meeting of May 30, 2018 in its 21st resolution.
 (4) This amount counts towards the 3% maximum set forth by the Extraordinary Shareholders’ Meeting of May 30, 2018 in its 27th resolution. (5) This maximum amount applies to all possible capital increases under the 26th resolution and 27th resolution of the Extraordinary Shareholders’ Meeting of May 29, 2019

* Unless there is prior authorization by the General Shareholders’ Meeting, the Management Board cannot use this authorization or delegation from the moment a third party has filed a public offer for Company shares, up to the end of the offer period.
 ** This delegation or authorization is set to expire, for the unused portion and the remaining time period, upon adoption of a resolution pertaining to a new authorization or delegation with a similar purpose by the Extraordinary Shareholders’ Meeting of May 27, 2020.