OBJECTIVE
The sixteenth 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 capital by incorporating reserves, earnings, premiums or other sums, that is to say, without seeking further financial contributions from shareholders.
This operation may take the form of an issuance of new shares or an increase of the par value of existing shares, within the limits of the maximum amounts set forth in the table on page 62.
SIXTEENTH RESOLUTION
Delegation of authority to the Board of Directors, for a period of twenty-six months, to decide to increase the share capital by incorporating reserves, earnings, premiums or other sums
The General Shareholders’ Meeting, voting in accordance with the quorum and majority conditions applicable to ordinary general shareholders’ meetings, having reviewed the Board of Directors’ report, and pursuant to Articles L. 225-129, L. 225-129- 2, L. 225-130 and L. 22-10-50 of the French Commercial 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, to increase the share capital on one or more occasions, at the times of its choosing, by incorporating reserves, earnings, premiums or other funds that may be capitalized by law or in accordance with statutory provisions, by the issue of new shares or the increase of the par value of existing shares, or a combination of these two methods.»
- decides that the fractional rights will not be negotiable or transferable, and that the shares corresponding thereto will be sold with the proceeds from said sale being allocated to the rights holders in accordance with the legal and regulatory provisions in force.
- decides that the maximum nominal amount of capital increases that can be carried out by virtue of this delegation of authority is set at thirty million (30,000,000) euro or the equivalent thereof in any other authorized currency or monetary unit set in reference to several currencies. The nominal amount of capital increases carried out in pursuance of this delegation of authority will be set 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 amount stipulated in a resolution of similar nature that might succeed the aforesaid resolution whilst this delegation of authority remains in force. To this maximum amount 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.
- confers upon the Board of Directors all powers, with the right to sub-delegate its authority in accordance with legal provisions and the Company’s Articles of Incorporation, for the implementation and successful completion of this delegation of authority, and 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, notably:
- to set the amount and nature of the sums to be incorporated into the capital, the number of new capital securities to be issued and/or the amount by which the nominal value of the existing capital securities will be increased, set the date, even retroactive, from which new capital securities will confer equity rights or from which the increase in the nominal value of existing capital shares will take effect;
- to decide that the shares, which will be allocated by virtue of this delegation based on existing shares benefiting from double voting rights, will benefit from this right from their issuance;
- to determine and make any adjustments intended to take into account the impact of transactions on the Company’s capital and equity, particularly in the event of a change in the share’s nominal value, increase the share capital by incorporation of reserves, earnings or premiums, free allocation of shares, division or consolidation of shares, distribution of dividends, reserves or bonuses or of any other assets, capital amortization, or any other operation relating to the capital or equity (including in the event of a public offer and/or in the event of a change of control), and set in accordance with legal and regulatory provisions and, where applicable, contractual stipulations providing for other preservation methods and set all other methods making it possible to ensure, if necessary, the preservation of the rights of holders of securities giving access to the capital of the Company or of beneficiaries of stock options or purchase of shares or free allocation of shares;
- to record the completion of each capital increase and make the corresponding changes to the Articles of Incorporation.
- 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.
- acknowledges that this delegation of authority cancels, with immediate effect, the unused portion and unexpired term of the authority previously delegated pursuant to the twenty-first resolution of the Combined General Shareholders’ Meeting of May 29, 2024.
