Universal Registration Document 2022

8.3.2 Existenceof non-representative shares, their amount and main features

8.3 Information On The Share Capital

8.3.2 Existenceof non-representative shares, their amount and main features
Type of delegation or authorization Date of the meeting Duration of the authorization/ Expiry Amount authorized Used in 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*

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 25, 2022

(25th 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 25, 2024

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

No more than 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 2022

None

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 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 2022

Grant of 982,295 shares, existing or to be issued

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

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

Date of the meeting

May 25, 2022

(26th resolution)

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

Duration of the authorization/ Expiry

38 months/

July 25, 2025

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

Used in 2022

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 25, 2022

(27th resolution)

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

Duration of the authorization/ Expiry

26 months/

July 25, 2024**

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 2022

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 25, 2022

(28th 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 25, 2023**

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 2022

None

  1. This amount counts toward the euro 30,000,000 overall ceiling for all capital increases set forth by the General Shareholders' Meeting of May 25, 2022 in its 18th resolution.
  2. This amount counts toward the euro 1,200,000,000 overall ceiling for all debt security issues set by the General Shareholders' Meeting of May 25, 2022 in its 18th resolution.
  3. This amount counts towards the euro 9,000,000 overall ceiling for capital increases without preferential subscription rights set forth by the General Shareholders' Meeting of May 25, 2022 in its 19th resolution.
  4. These ceilings count towards the 3% and the 0.3% ceilings set forth by the General Shareholders' Meeting of May 26, 2021 in its 22nd resolution.
  5. This ceiling applies to all possible capital increases under the 27th and 28th resolutions of the General Shareholders' Meeting of May 25, 2022.

*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 General Shareholders' Meeting of May 31, 2023.

It is specified that the delegations which expired during the 2022 financial year and which were not used during the said financial year are not mentioned in the above table, namely:

  • the 25th resolution of the General Shareholders’ Meeting of May 29, 2019, which was replaced by the 26th resolution of the General Shareholders’ Meeting of May 25, 2022;
  • the 21st to 28th resolutions of the General Shareholders’ Meeting of May 27, 2020, which were replaced by the 18th to 25th resolutions of the General Shareholders’ Meeting of May 25, 2022;
  • the 20th, 23rd and 24th resolutions of the General Shareholder’s Meeting of May 26, 2021, which were replaced respectively by the 17th, 27th and 28th resolutions of the General Meeting of May 25, 2022.

The share buybacks in 2022 under the authorization approved in the 20th resolution of the General Shareholders’ Meeting of May 26, 2021, which expired at the General Shareholders’ Meeting of May 25, 2022, are discussed in Section 8.3.3.

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

There are no non-representative shares of the Company.