Universal Registration Document 2022

Groupe Profile

/ Information on threshold crossings notified since January 1, 2022

During the period from January 1, 2022 and March 31, 2023, the Company and the AMF were notified, in accordance with article L. 233-7 of the French Commercial Code, that legal thresholds had been crossed in the following cases:

      of the share capital of the voting rights
Date of threshold crossing Shareholder Threshold crossed Movement Shares held(1) % of the share capital(1) Movement Voting rights(1) % of voting rights(1)
01/03/2022 BlackRock 5.00% under 12,597,879 4.97% _ 12,597,879 4.72%
01/12/2022 BlackRock 5.00% over 12,785,840 5.04% _ 12,785,840 4.79%
02/08/2022 BlackRock 5.00% _ 13,418,472 5.29% over 13,418,472 5.03%
02/11/2022 BlackRock 5.00% _ 13,241,360 5.22% under 13,241,360 4.96%
03/04/2022 BlackRock 5.00% _ 13,404,738 5.29% over 13,404,738 5.03%
03/07/2022 BlackRock 5.00% _ 13,232,705 5.22% under 13,232,705 4.96%
03/11/2022 BlackRock 5.00% _ 13,368,433 5.27% over 13,368,433 5.01%
03/14/2022 BlackRock 5.00% _ 13,304,323 5.25% under 13,304,323 4.99%
03/18/2022 BlackRock 5.00% under 12,327,266 4.86% _ 12,327,266 4.62%
04/22/2022 BlackRock 5.00% over 12,815,015 5.05% _ 12,815,015 4.80%
04/27/2022 BlackRock 5.00% under 12,618,060 4.98% _ 12,618,060 4.73%
04/29/2022 BlackRock 5.00% over 12,912,913 5.09% _ 12,912,913 4.84%
05/25/2022 BlackRock 5.00% under 12,674,027 4.99% _ 12,674,027 4.73%
05/26/2022 BlackRock 5.00% over 13,004,145 5.13% _ 13,004,145 4.85%
05/27/2022 BlackRock 5.00% under 12,677,217 4.99% _ 12,677,217 4.73%
05/30/2022 BlackRock 5.00% over 12,781,271 5.04% _ 12,781,271 4.77%
05/31/2022 BlackRock 5.00% _ 13,691,860 5.40% over 13,691,860 5.11%
  Parvus Asset              
06/30/2022 Management Europe 5.00% _ 13,378,624 5.27% under 13,378,624 4.99%
  Parvus Asset              
08/02/2022 Management Europe 5.00% under 12,432,639 4.90% _ 12,432,639 4.63%
10/13/2022 The Capital Group Companies 5.00% over 12,950,078 5.09% _ 12,950,078 4.81%
10/17/2022 The Capital Group Companies 5.00% _ 13,477,443 5.30% over 13,477,443 5.01%
12/06/2022 BlackRock 5.00% _ 13,390,918 5.27% under 13,390,918 4.98%
01/05/2023 BlackRock 5.00% _ 13,948,276 5.48% over 13,948,276 5.19%
01/13/2023 BlackRock 5.00% _ 13,134,479 5.16% under 13,134,479 4.88%
01/25/2023 BlackRock 5.00% _ 14,243,994 5.60% over 14,243,994 5.30%
03/09/2023 The Capital Group Companies 10,00% over 25,471,897 10,02% _ 25,471,897 9.48%
03/22/2023 BlackRock 5.00% _ 13,402,890 5.27% under 13,402,890 4.99%
03/23/2023 BlackRock 5.00% _ 13,795,671 5.42% over 13,795,671 5.13%
03/27/2023 BlackRock 5.00% _ 13,165,920 5.18% under 13,165,920 4.90%
03/28/2023 BlackRock 5.00% _ 13,838,394 5.44% over 13,838,394 5.15%
      of the share capital of the voting rights
Date of threshold crossing Shareholder Threshold crossed Movement Shares held(1) % of the share capital(1) Movement Voting rights(1) % of voting rights (1)
03/29/2023 The Capital Group Companies 10.00% _ 26,954,964 10.60% over 26,954,964 10.03%
03/31/2023 BlackRock 5.00% _ 13,306,111 5.23% under 13,306,111 4.95%
  1. at the date of the declaration

The share of capital held by individual shareholders, according to the last comprehensive survey available dated November 30, 2022, was 2.8%.

8.2.2 Control of the Company

At December 31, 2022, to the best of its knowledge, the Company was not controlled and was not subject to any agreement nor commitment linking one or several shareholders, Company, foreign government or other natural or legal person operating individually or conjointly with regard to the direct or indirect holding of its share capital or under its control, and there existed no agreement of which the fulfilment could cause a change in the Company’s control at a later date.

8.2.3 Agreements concerning a possible change of control or that might influence a takeover bid

The information required by article L. 22-10-11 of the French Commercial Code can be found in this Universal Registration Document as follows: the capital structure is described in Sections 3.2.3, 8.2 and 8.3, the existence of double voting rights provided for in the Company’s Articles of Incorporation (article 21) is mentioned in Section 8.1.6, rules applicable to the appointment and replacement of members of the Management Board, as well as the amendment of the Company’s Articles of Incorporation, are specified in the Company’s Articles of Incorporation (articles 10 to 12 and 23) and summarized in the aforementioned Section 8.1.6, the existence of authorizations and delegations granted by the Company’s General Shareholders’ Meeting to the Management Board regarding share issuance and buyback is mentioned in Sections 8.3.1 and 8.3.3.

It is also specified that, to the best of the Company’s knowledge, no agreements exist requiring payment of indemnities, in the event of a takeover bid, to the members of the Management Board or employees if their employment should end as a result of this takeover bid.

Certain loan agreements include change in control clauses.