Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

  1. 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.
  2. acknowledges that this delegation of authority cancels, with immediate effect, the unused portion and unexpired term of the authority previously delegated pursuant to the eighteenth resolution of the Combined General Shareholders’ Meeting of May 29, 2024.

DELEGATION OF AUTHORITY TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED IN THE CASE OF A CAPITAL INCREASE, WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, WITHIN THE LIMIT OF 15% OF THE INITIAL ISSUE CARRIED OUT IN PURSUANCE OF THE 12TH TO THE 14TH RESOLUTIONS (15TH RESOLUTION)

OBJECTIVE

The fifteenth 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, in order to meet excess demand in the context of capital increases decided pursuant to the twelfth to fourteenth resolutions (Green Shoe option) no later than 30 days of the close of the subscription period and within the limit of 15% of the initial issue.

The nominal amount of the capital increases that may be carried out by virtue of this delegation of authority will be deducted from the nominal limits set forth in the resolution under which the initial issuance was performed, in accordance with the maximum amounts specified in the table on page 62. Any new shares issued hereunder will be priced at the same level as the initial issue price.

FIFTEENTH RESOLUTION
Delegation of authority to the Board of Directors , for a period of twenty-six months, to increase the number of securities to be issued in the case of a capital increase, with or without preferential subscription rights, within the limit of 15% of the original issue carried out in pursuance of the thirteenth to the fourteenth resolutions put before this Shareholders’ Meeting

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. 225-129-2, L. 225-135-1 and R. 225-118 of the French Commercial Code:

  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 increase the number of securities to be issued in the event of an increase in the Company’s capital, with maintaining or cancelling shareholders’ preferential subscription rights, decided in accordance with the twelfth to fourteenth resolutions submitted to this Meeting, within the time limits and restrictions provided for by the regulations applicable on the date of issue (currently within thirty days of the closing of the subscription, up to a limit of 15% of the initial issue and at the same price as that used for the initial issue).
  2. decides that the nominal amount of capital increases that may be carried out under this delegation of authority shall be deducted from the ceiling amounts stipulated in the resolution under which the initial issue is carried out or, if applicable, on the amount of the ceilings provided for in resolutions of the same nature that may subsequently replace said resolutions during the period of validity of this delegation.
  3. 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.
  4. acknowledges that this delegation of authority cancels, with immediate effect, the unused portion and unexpired term of the authority previously delegated pursuant to the nineteenth resolution of the Combined General Shareholders’ Meeting of May 29, 2024.