Universal Registration Document 2024

8.3 Information on the share capital - AFR

8. Company Information and Capital Structure

8.3 Information on the share capital - AFR

8.3 INFORMATION ON THE SHARE CAPITAL

8.3.1 Issued share capital and share classes

Composition du capital social

During the 2024 financial year, no changes were made to the share capital. As of December 31, 2024, the share capital totaled euro 101,724,744, divided into 254,311,860 fully paid-up shares with a nominal value of euro 0.40, of which 24,343,579 shares carried double voting rights.

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

In view of the change in governance structure approved at the General Shareholders' Meeting of May 29, 2024, it is recalled that the delegations of authority or authorizations in force on May 29, 2024 granted to the Management Board remain valid, it being specified that the references to the Management Board or to the Supervisory Board included in these delegations or authorizations should be understood as relating to the Board of Directors, and any sub-delegation relating to the Chairman of the Management Board should be understood as relating to the Chief Executive Officer.

Type of delegation or authorization Date of the Meeting Term of delegation/expiry Amount authorized Used in 2024
Share buybacks
Authorization to trade in the Company’s shares*

Authorization to trade in the Company’s shares

*

Date of the Meeting

May 29, 2024 (15th resolution)

Authorization to trade in the Company’s shares

*

Term of delegation/expiry

18 months/ Nov. 29, 2025**

Authorization to trade in the Company’s shares

*

Amount authorized

No more than 10% of the share capital Maximum overall budget: €2,154,430,476.50 Maximum unit purchase price: €130

Authorization to trade in the Company’s shares

*

Used in 2024

See details in Section 8.3.3

Cancellation of shares
Authorization to reduce share capital through the cancellation of treasury shares

Authorization to reduce share capital through the cancellation of treasury shares

Date of the Meeting

May 31, 2023 (19th resolution)

Authorization to reduce share capital through the cancellation of treasury shares

Term of delegation/expiry

26 months/

July 31,2025**

Authorization to reduce share capital through the cancellation of treasury shares

Amount authorized

No more than 10% of capital per 24-month period

Authorization to reduce share capital through the cancellation of treasury shares

Used in 2024

None

Equity issues
Delegation to increase the share capital by issuing shares or securities giving access to the capital, with preferential subscription rights*

Delegation to increase the share capital by issuing shares or securities giving access to the capital, with preferential subscription rights

*

Date of the Meeting

May 29, 2024 (16th resolution)

Delegation to increase the share capital by issuing shares or securities giving access to the capital, with preferential subscription rights

*

Term of delegation/expiry

26 months/

July 29, 2026

Delegation to increase the share capital by issuing shares or securities giving access to the capital, with preferential subscription rights

*

Amount authorized

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

Delegation to increase the share capital by issuing shares or securities giving access to the capital, with preferential subscription rights

*

Used in 2024

None

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings other than those made pursuant to article L. 411-2 of the French Monetary and Financial Code*

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings other than those made pursuant to article

L. 411-2

of the French Monetary and Financial Code

*

Date of the Meeting

May 29, 2024 (17th resolution)

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings other than those made pursuant to article

L. 411-2

of the French Monetary and Financial Code

*

Term of delegation/expiry

26 months/

July 29, 2026

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings other than those made pursuant to article

L. 411-2

of the French Monetary and Financial Code

*

Amount authorized

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

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings other than those made pursuant to article

L. 411-2

of the French Monetary and Financial Code

*

Used in 2024

None

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings made pursuant to paragraph I of article L. 411-2 1° of the French Monetary and Financial Code*

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings made pursuant to paragraph I of article

L. 411-2 1°

of the French Monetary and Financial Code

*

Date of the Meeting

May 29, 2024 (18th resolution)

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings made pursuant to paragraph I of article

L. 411-2 1°

of the French Monetary and Financial Code

*

Term of delegation/expiry

26 months/

July 29, 2026

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings made pursuant to paragraph I of article

L. 411-2 1°

of the French Monetary and Financial Code

*

Amount authorized

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

Delegation to increase share capital by issuing shares or equity securities giving access to the capital, without preferential subscription rights, through public offerings made pursuant to paragraph I of article

L. 411-2 1°

of the French Monetary and Financial Code

*

Used in 2024

None

Delegation to increase the number of securities to be issued in the event of a capital increase decided pursuant to the 16th to 18th resolutions of the General Shareholders’ Meeting of May 29,2024*

Delegation to increase the number of securities to be issued in the event of a capital increase decided pursuant to the 16th to 18th resolutions of the General Shareholders’ Meeting of

May 29

,2024

*

Date of the Meeting

May 29, 2024 (19th resolution)

Delegation to increase the number of securities to be issued in the event of a capital increase decided pursuant to the 16th to 18th resolutions of the General Shareholders’ Meeting of

May 29

,2024

*

Term of delegation/expiry

26 months/

July 29, 2026

Delegation to increase the number of securities to be issued in the event of a capital increase decided pursuant to the 16th to 18th resolutions of the General Shareholders’ Meeting of

May 29

,2024

*

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 to be issued in the event of a capital increase decided pursuant to the 16th to 18th resolutions of the General Shareholders’ Meeting of

May 29

,2024

*

Used in 2024

None