Universal Registration Document 2021

Chapter 8. Company information and capital structure

Type of delegation or authorization Date of the meeting Duration of the authorization / Expiry Amount authorized Used in 2021
Delegation to issue shares or other securities, without preferential subscription rights, in consideration for contributions in kind granted to the Company, except in the case of a public exchange offer *

Delegation to issue shares or other securities, without preferential subscription rights, in consideration for contributions in kind granted to the Company, except in the case of a public exchange offer

*

Date of the meeting

May 27, 2020 (28th resolution)

Delegation to issue shares or other securities, without preferential subscription rights, in consideration for contributions in kind granted to the Company, except in the case of a public exchange offer

*

Duration of the authorization / Expiry

26 months/ July 27, 2022**

Delegation to issue shares or other securities, without preferential subscription rights, in consideration for contributions in kind granted to the Company, except in the case of a public exchange offer

*

Amount authorized

Within the limit of 10% of the share

capital(1)(2)(3)

Delegation to issue shares or other securities, without preferential subscription rights, in consideration for contributions in kind granted to the Company, except in the case of a public exchange offer

*

Used in 2021

None

Type of delegation or authorization

Issues reserved for Company or Groupe employees and managers
Authorization to grant new or existing free shares to employees and/or corporate officers of the Company or companies within the Groupe

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

Date of the meeting

May 30, 2018 (27th resolution)

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

Duration of the authorization / Expiry

38 months/ July 30, 2021***

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

Amount authorized

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

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

Used in 2021

Grant of 961,082  shares, existing or to be issued

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

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

Date of the meeting

May 26, 2021 (22nd resolution)

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

Duration of the authorization / Expiry

38 months/ July 26, 2024

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

Amount authorized

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

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

Used in 2021

None

Authorization to grant stock options to employees and/or corporate officers of the Company and Groupe companies

Authorization to grant stock options to employees and/or corporate officers of the Company and Groupe companies

Date of the meeting

May 29, 2019 (25th resolution)

Authorization to grant stock options to employees and/or corporate officers of the Company and Groupe companies

Duration of the authorization / Expiry

38 months/ July 29, 2022**

Authorization to grant stock options to employees and/or corporate officers of the Company and Groupe companies

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 of the Company and Groupe companies

Used in 2021

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 26, 2021 (23rd resolution)

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

Duration of the authorization / Expiry

26 months/ July 26, 2023**

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

Amount authorized

Maximum par value: euro

2,800,000(1)(5)

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

Used in 2021

None

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

Date of the meeting

May 26, 2021 (24th resolution)

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

Duration of the authorization / Expiry

18 months/ November 26, 2022**

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

Amount authorized

Maximum par value: euro

2,800,000(1)(5)

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

Used in 2021

None

(1) This amount counts toward the euro 30,000,000 maximum ceiling for all capital increases set forth by the GM of May 27, 2020 in its 21st resolution.

(2) This amount counts toward the euro 1,200,000,000 maximum ceiling for all debt security issues set by the GM of May 27, 2020 in its 21st 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 27, 2020 in its 22nd resolution.

(4)  This amount counts towards the 3% maximum set forth by the GM of May 26, 2021 in its 22nd resolution.

(5) This maximum amount applies to all possible capital increases under the 23rd and 24th resolutions of the GM of May 26, 2021.

* 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 GM of May 25, 2022.

*** This authorization expired at the GM of May 26, 2021 and was replaced, for the unused portion and the unexpired period, by the 22nd resolution of the GM of May 26, 2021.

It should be noted that the delegations that expired in 2021 and that were not used during that financial year are not included in the above table, namely the 23rd resolution of the General Shareholders’ Meeting of May 29, 2019, and the 29th and 30th resolutions of the General Shareholders’ Meeting of May 27, 2020.

The share buybacks in 2021 under the authorization approved in the 20th resolution of the General Shareholders’ Meeting of May 27, 2020, which expired at the General Shareholders’ Meeting of May 26, 2021, are discussed in Section 8.3.3.

8.3.2 Existence of non-representative shares, their amount and main features

All shares are representative of the Company’s share capital.