Notice of meeting - 2026 Combined General Shareholder's Meeting

OBJECTIVE

The thirteenth resolution submits for your approval the renewal of the delegation of authority granted, for a period of twenty-six (26) months, to the Board of Directors in 2024, to increase the capital by public offerings different from those referred to in Article L. 411-2 1° of the French Monetary and Financial Code (private placements covered by the fourteenth resolution) to issue ordinary shares in the Company and/or securities giving access, immediately or in the future, to ordinary shares in the Company or one of its subsidiaries as the case may be (including share capital securities conferring entitlement to the allocation of debt securities).

Within the framework of this resolution, you are requested to cancel preferential subscription rights. Depending on market conditions, the investors involved in the issuance, and the type of securities issued, canceling preferential subscription rights may be preferable—or even necessary—to carry out the transaction under the best possible conditions. This is particularly relevant when the speed of execution is an essential factor for success. However, in accordance with Article L. 22-10-51 of the French Commercial Code, the Board of Directors may decide to grant a priority subscription period.

The maximum nominal amount of capital increases that may be carried out by virtue of this delegation of authority, to be set against the total maximum amount of 30 million euro, may not exceed 10 million euro (a common ceiling for transactions without preferential subscription rights) set forth in the table on page 62.

The maximum nominal amount of securities representing debt claims against the Company that may be issued is set at 1,200 million euro, on the date of the issue decision. Said amount will be set against the total maximum amount of debt securities set forth in the table on page 62.

Taking into account the developments introduced by the “Loi Attractivité” of June 13, 2024, we submit for your approval the adoption of the pricing mechanism established by the previous ‘free-pricing’ capital increase resolution adopted in 2024 (20^th resolution of the General Shareholders’ Meeting of May 29, 2024), which will not be renewed as it has become redundant.

Accordingly, and in order to carry out the operations under the best possible conditions given existing market constraints, the Board of Directors will determine the issue price at its discretion when exercising the delegation of authority in accordance with the first paragraph of Article L. 22-10-52 of the French Commercial Code, provided that the issue price of the shares will be at least equal to the lower of:

1. the average price of the share on the Euronext Paris regulated market, weighted by volume, during the last three trading sessions preceding the setting of the issue price, or
2. the average price of the share on the Euronext Paris regulated market, weighted by volume, during the last trading session preceding the setting of the issue price, or
3. the average price of the share on the Euronext Paris regulated market, weighted by volume, during the trading session when the issue price was set,

in all three cases, as the case may be, reduced by a discount not exceeding 10%, after adjustment, where applicable, to take into account any difference in the dates from which shares will bear dividend rights;