Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

  1. 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, public offerings different from those referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code, 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 is specified that the issuance of preferred shares or securities that confer the right to preferred shares is not allowed.

  2. resolves to waive the shareholders’ preferential subscription rights for securities issued under this resolution. Pursuant to Article L. 22-10-51 of the French Commercial Code, the Board of Directors may, however, for all or part of the issues carried out, grant a priority subscription period for the benefit of shareholders, which shall not give rise to the creation of negotiable rights and which must be exercised in proportion to the number of shares held by each shareholder, and may be supplemented by a subscription on a reducible basis, it being specified that unsubscribed securities may be the subject of public offerings in France and/or abroad.
  3. 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 that may be carried out under this authorization is set at ten million (10,000,000) euro, or the equivalent thereof in any other currency or monetary unit set in reference to several currencies, it being specified that the maximum nominal amount of capital increases that may be carried out under this authorization and that granted under the fourteenth, fifteenth, seventeenth, eighteenth, and nineteenth resolutions submitted to this Shareholders’ Meeting is set at ten million (10,000,000) euro or the equivalent thereof in any other currency or monetary unit set in reference to several currencies. This amount will be set against the total maximum amount of thirty million (30,000,000) euro set forth in paragraph 2) of the twelfth resolution submitted to this Shareholders’ Meeting or, where applicable, set against any total maximum amount stipulated in a resolution of similar nature that might succeed the aforesaid resolution whilst this delegation of authority remains in force;
    • 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.
  4. 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 paragraph 3) of the twelfth resolution put before this Shareholders’ Meeting or, where applicable, set against any total maximum amount stipulated in a resolution of similar nature that might succeed the aforesaid resolution whilst this delegation of authority remains in force. 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.
  5. decides that, in pursuance of Article L. 225-134 of the French Commercial Code, in the event of the issue not being fully subscribed by virtue of non-reducible and, if applicable, reducible subscription rights, the Board of Directors may, under the conditions provided for by law, use any or all of the options set out below, in the order of its choosing:
    • freely allocate all or part of the shares or, in the event the securities confer access to capital, the said securities whose issue has been decided but not subscribed to;
    • public offering of all or part of the unsubscribed shares and/or securities on the French and/or foreign and/or international markets;
    • more generally, limit the capital increase to the amount of subscriptions, provided that, in the case of an issue of shares or securities whose primary security is a share, the latter reaches three-quarters of the increase decided upon after use, where applicable, of the two aforementioned options.
  6. acknowledges that any issuance decision under this delegation of authority will automatically entail, in favor of holders of securities that confer or may confer equity rights in the Company, a waiver by the shareholders of their preferential right to subscribe for the shares to which such securities may confer rights.
  7. delegates to the Board of Directors, with the option to subdelegate under the conditions set forth by law, pursuant to Article L. 22-10-52, paragraph 1 of the French Commercial Code, its authority to freely set the issue price within the following limits:
    • the issue price of the shares will be at least equal to the lower of: (i) 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 (ii) 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 (iii) 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;
    • the issue price of the securities giving access to share capital will be such that the amount immediately received by the Company, increased, where applicable, by any further amount that may be received by it at a later date, is, for each Company share issued as a result of the issuance of the aforesaid securities, at least equal to the minimum subscription price defined in the previous paragraph.