OBJECTIVE
The fourteenth resolution submits for your approval the renewal of the delegation of authority granted to the Board of Directors in 2024, for a period of twenty-six (26) months, to increase the Company’s capital, by public offerings reserved exclusively for a limited circle of investors or institutional investors under Article L. 411-2 1° of the French Monetary and Financial Code, by issuing ordinary shares in the Company and/or securities giving immediate or future access to ordinary shares to be issued by the Company or one of its subsidiaries (including equity securities giving entitlement to the allotment of debt securities), as the case may be.
This delegation of authority is subject to the maximum amounts set forth in the table on page 62.
This delegation, for which you are asked to cancel preferential subscription rights, would enable the Company to optimize its access to capital and benefit from more favorable market conditions; this method of financing is faster and more streamlined than a capital increase via other forms of public offerings, such as those under the thirteenth resolution.
Should this delegation of authority be exercised, the issue price will be determined by the Board of Directors under the same conditions as those set forth in the thirteenth resolution.
FOURTEENTH RESOLUTION
Delegation of authority to the Board of Directors, for a period of twenty-six months, to decide to issue, without preferential subscription rights, ordinary shares in the Company and/or securities giving access to ordinary shares in the Company or one of its subsidiaries, by public offerings referred to in 1° of Article L. 411-2 of the French Monetary and Financial Code
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 L. 225-129 et seq. of the French Commercial Code, notably Articles L. 225-129-2, L. 225-135 and L. 225-136, and of the provisions of Articles L. 22-10-51, L. 22-10-52 and L. 228-91 et seq. of the French Commercial Code, and in 1° of Article L. 411-2 of the French Monetary and Financial 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, 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 in any unit of account set in reference to several currencies, to issue, by a public offering 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, 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.The issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
- decides that the issue of shares or securities referred to in this resolution will be without preferential subscription rights.
- decides to set the following maximum authorized amounts for capital increases in the event that the Board of Directors makes use of this delegation of authority:
- the maximum nominal amount of capital increases that can be carried out by virtue of this delegation of authority is set at ten million (10,000,000) euro or the equivalent thereof in any other currency or in any monetary unit set in reference to several currencies, it being specified that this amount will be set against the total maximum nominal amount of ten million (10,000,000) euro authorized by this Shareholders’ Meeting in paragraph 3) of the thirteenth resolution and against the total maximum amount of thirty million (30,000,000) euro set forth in paragraph 2) of the twelfth resolution put before this Shareholders’ Meeting, or, if applicable, set against any total maximum amounts stipulated in resolutions of similar nature that might succeed the aforesaid resolutions whilst this delegation of authority remains in force;
- the issuance of capital securities by virtue of this delegation will not exceed the limits stipulated by regulatory provisions in force on the date of the issue ;
- 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 par value 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 be set against the total maximum amount of debt securities set forth in paragraph 3) of the twelfth resolution put before this Shareholders’ Meeting, or, if applicable, set against any total maximum amount of debt securities 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.