OBJECTIVE
The twelfth resolution submits for your approval the renewal of the authorization to the Board of Directors granted in 2024, for a period of twenty-six (26) months, to increase the Company’s capital by issuing, with preferential subscription rights, ordinary shares in the Company and/or securities giving access to the Company’s capital or that of one of its subsidiaries
The maximum nominal amount of capital increases (excluding any share premium) that can be carried out under this delegation of authority is set at 30 million euro (identical to the amount authorized in 2024). Any capital increases carried out pursuant to this resolution, as well as to the thirteenth to the twenty-first resolutions hereinafter, will be set against the total maximum amount of 30 million euro.
The maximum nominal amount of debt securities that may be issued under this resolution is set at 1,200 million euro on the date of the issue decision. Said amount will apply to all debt securities issued pursuant to this resolution, as well as the thirteenth, fourteenth, seventeenth, eighteenth, and nineteenth resolutions hereinafter.
TWELFTH RESOLUTION
Delegation of authority to the Board of Directors, for a period of twenty-six months, to decide to issue, with preferential subscription rights, ordinary shares in the Company, and/or securities giving access to ordinary shares in the Company or one of its subsidiaries
The General Shareholders’ Meeting, voting in accordance with the quorum and majority requirements for extraordinary general shareholders’ meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, and pursuant to Articles L. 225-129 et seq., notably Articles L. 225-129-2, L. 225-132 to L. 225-134, L. 228-91 et seq., and Article L. 22-10- 49 of the French Commercial Code:
- delegates to the Board of Directors, for a period of twenty-six months following the date of this Shareholders’ Meeting, with the right to sub-delegate in accordance with legal provisions in force and the Company’s Articles of Incorporation, the authority to decide, at its own discretion, to issue, on one or more occasions, in the amounts and at the times of its choosing, in France and abroad, in euro, in foreign currency or a unit of account set with reference to several currencies, while maintaining shareholders’ preferential subscription rights, against payment or free of charge, with or without a premium, ordinary shares and/or securities referred to in Articles L. 228-92 paragraph 1 or L. 228-93 paragraphs 1 and 3 of the French Commercial Code and that confer or may confer by any means, immediately or in the future, at any time or at a predetermined date, access, by subscription, conversion, exchange, redemption, presentation of a warrant or by any other means, to ordinary shares in the Company or one of its direct or indirect subsidiaries (including share capital securities conferring entitlement to the allocation of debt securities), as the case may be, the subscription for which may be paid in cash, by a set off against debts, and/or by incorporating reserves, earnings or premiums.
It should be noted that the issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
- sets the following maximum nominal amount of capital increases that can be carried out by virtue of this delegation of authority by the Board of Directors:
- the maximum nominal amount of capital increases (not including share premium) that can be carried out by virtue of this delegation of authority is set at thirty million (30,000,000) euro or the equivalent thereof in any other currency or monetary unit set in reference to several currencies. The global total maximum nominal amount of capital increases that may be carried out pursuant to this delegation of authority and to those granted in the thirteenth to the twenty-first resolutions, put before this Shareholders’ Meeting, is set at thirty million (30,000,000) euro or the equivalent thereof in any other currency or in any monetary unit set in reference to several currencies;
- to this ceiling will be added, if applicable, the par value of any ordinary shares that may be issued additionally, in the event of new financial transactions, to protect the rights of holders of securities that confer equity rights in the Company, in pursuance of legal and regulatory provisions, and, where applicable, in accordance with contractual provisions referring to other cases requiring adjustment.
- decides that the maximum nominal amount of securities representing debt claims against the Company that may be issued immediately or at a future date by virtue of this resolution is set at one billion two hundred million (1,200,000,000) euro, or the equivalent thereof in any other currency or in any monetary unit set in reference to several currencies, on the date of the issue decision. Said amount will apply to all debt securities issued pursuant to this resolution and pursuant to the thirteenth, fourteenth, seventeenth, eighteenth, and nineteenth resolutions put before this Shareholders’ Meeting. This amount will be increased, where applicable, by any above par redemption premium, and be independent of the amount of debt securities issued by decision of or authorization from the Board of Directors under Articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3 and L. 228-93 paragraph 6 of the French Commercial Code.