- acknowledges that, in the event that the Board of Directors makes use of the delegation provided for in the preceding paragraph, it shall draw up a supplementary report, certified by the Statutory Auditors, describing the final terms and conditions of the transaction and providing information for assessing the actual impact on the shareholder’s situation.
- resolves that the issue(s) authorized by this resolution may be decided concurrently with an issue(s) decided pursuant to the fourteenth resolution submitted to this Shareholders’ Meeting.
- decides that the Board of Directors may not, unless previously authorized by a general shareholders’ meeting, make use of this delegation of authority from the moment a third party makes a public offering for the Company’s securities and until expiry of the offering period.
- decides that the Board of Directors will have all powers, with the right to sub-delegate its authority in accordance with legal provisions and the Company’s Articles of Incorporation, to implement this delegation of authority, and notably:
- to decide on the issue of shares and/or securities giving immediate or future access to the capital of the Company or one of its subsidiaries;
- to set the terms and conditions of capital increases and fix the dates, terms and conditions of issues to be performed by virtue of this resolution, to determine the nature, the number and the features of the securities giving access to the Company’s share capital, the modes of allocation of shares in the capital to which these securities grant rights and also the dates at which these rights of allocation may be exercised, and to modify their terms and conditions throughout the lifetimes of the said securities in accordance with applicable laws and regulations;
- to set the opening and closing dates for subscriptions, the price, as well as the amount of any premium that may be required on issuance, or, where applicable, reserves, earnings or premiums which can be incorporated into the capital and the dates from which shares will bear dividend rights, the payment terms for the shares and any delays for such payment;
- in the event of the issuance of debt securities, to decide whether they should be subordinated or not (and, if so, their subordination ranking, pursuant to Article L. 228-97 of the French Commercial Code), set their interest rate (in particular fixed or variable interests or zero-coupon or indexed interests) and provide for any mandatory or optional suspension or non-payment of interest, stipulate their term (fixed or perpetual), the possibility of reducing or increasing their nominal value, and the other terms of issue (including conferring them guarantees or securities) and redemption (including the delivery of Company assets); where applicable, these securities could provide for the possibility of the Company issuing debt securities (fungible or not) in payment of interest, the payment of which would have been suspended by the Company, or take the form of complex bonds as defined by the stock market authorities (for example, due to their terms of repayment or remuneration or other rights such as indexation or option rights); amend, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities;
- to set, if necessary, the terms and conditions under which the Company can acquire or exchange on the market, at any time or during specified periods, the securities with a view to canceling them or not, in compliance with legal provisions in force;
- to provide for the possibility of suspending the rights attached to shares or securities conferring equity rights in accordance with legal and regulatory provisions;
- to determine and execute all adjustments required to allow for the impact of such transactions on the Company’s share capital or equity, notably in the event of a change in the par value of shares, increase of capital by incorporating reserves, earnings or premiums, allocation of free shares, securities consolidation or division, payment of dividends, reserves or premiums, or any other asset, redemption of capital, or any other operation on the share capital (including in the event of a public offering and/or change of control) and to make all other arrangements to preserve, where applicable, the rights of holders of securities giving access to the Company’s capital or other rights giving access to the Company’s capital, in particular with regard to beneficiaries of share subscription or purchase options or free share allocations (including through cash adjustments);
- to acknowledge the completion of each share capital increase carried out under this delegation of authority, and to amend the Articles of Incorporation accordingly;
- to charge the costs, dues and fees relating to these issues to the corresponding share premiums, if it so sees fit, and appropriate from this amount the sum required to maintain reserves at one tenth of the new share capital after each issue;
- more generally, to enter into all agreements, take all measures and carry out all formalities required for the issues referred to hereinabove, for admission to trading on a regulated market, and for the financial servicing of the securities issued in pursuance hereof, including the exercise of all rights attached.
- acknowledges that, in the event the Board of Directors decides to use the authority delegated in this resolution, the Board of Directors will report it at the next Ordinary General Shareholders’ Meeting, in accordance with the law and regulations, on the use made of the authorizations granted in this resolution.
- acknowledges that this delegation of authority cancels, with immediate effect, the unused portion and unexpired term of the authority previously delegated pursuant to the seventeenth resolution of the Combined General Shareholders’ Meeting of May 29, 2024.
