Universal Registration Document 2025

Board of directors

Table of delegations of authority and authorizations in force granted to the Board of Directors in respect of financial matters
Type of delegation or authorization Date of the Meeting Term of delegation/expiry Amount authorized Usage in 2025
Delegation to increase the share capital by incorporating reserves, earnings, premiums or other sums*

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

*

Date of the Meeting

May 29, 2024 (21st resolution)

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

*

Term of delegation/expiry

26 months/

July 29, 2026**

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

*

Amount authorized

Maximum nominal amount: €30,000,000(1)

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

*

Usage in 2025

None

Delegation to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company*

Delegation to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company

*

Date of the Meeting

May 29, 2024 (22nd resolution)

Delegation to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company

*

Term of delegation/expiry

26 months/

July 29, 2026**

Delegation to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company

*

Amount authorized

Maximum nominal amount: €9,000,000(1)  (3)

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

Delegation to issue shares or securities, without preferential subscription rights, in the event of a public offering initiated by the Company

*

Usage in 2025

None

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 29, 2024 (23rd 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

*

Term of delegation/expiry

26 months/

July 29, 2026**

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

Maximum nominal amount: €9,000,000(1)  (3)

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

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

*

Usage in 2025

None

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

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

Date of the Meeting

May 29, 2024 (24th resolution)

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

Term of delegation/expiry

38 months/

July 29, 2027

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

Amount authorized

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

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

Usage in 2025

Grant of 782,767 existing shares

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 27, 2025 (19th resolution)

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

Term of delegation/expiry

38 months/

July 27, 2028

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

Usage in 2025

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 27, 2025 (20th resolution)

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

Term of delegation/expiry

26 months/

July 27, 2027**

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

Amount authorized

Maximum nominal amount: €2,800,000(1)  (5)

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

Usage in 2025

None

Delegation to increase the share 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 the share 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 27, 2025 (21st resolution)

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

Term of delegation/expiry

18 months/ November 27, 2026**

Delegation to increase the share 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 nominal amount: €2,800,000(1)  (5)

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

Usage in 2025

None

It is specified that the delegations which expired during the 2025 financial year and which were not used during the said financial year are not mentioned in the above table, namely:

  • the 26th resolution of the General Shareholders’ Meeting of May 25, 2022 was replaced by the 19th resolution of the General Shareholders’ Meeting of May 27, 2025;
  • the 19th resolution of the General Shareholders’ Meeting of May 31, 2023 was replaced by the 18th resolution of the General Shareholders’ Meeting of May 27, 2025;
  • the 25th and 26th resolutions of the General Shareholders’ Meeting of May 29, 2024 were replaced by the 20th and 21st resolutions of the General Shareholders’ Meeting of May 27, 2025.

The share buybacks implemented in 2025 under the authorization approved in the 15th resolution of the General Shareholders’ Meeting of May 29, 2024, which expired at the General Shareholders’ Meeting of May 27, 2025, are discussed in Section 8.3.3.