Notice of meeting - 2026 Combined General Shareholder's Meeting

DELEGATION OF AUTHORITY TO INCREASE THE CAPITAL, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, IN THE EVENT OF A PUBLIC OFFERING INITIATED BY THE COMPANY (17^TH RESOLUTION)

SEVENTEENTH RESOLUTION

Delegation of authority to the Board of Directors, for a period of twenty-six months, to decide to issue ordinary shares in the Company and/or securities giving access to ordinary shares in the Company or one of its subsidiaries, without preferential subscription rights, in the event of a public offering initiated by the Company

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 to L. 225-129-6, L. 225-135, L. 225-136, L. 22-10-49, L. 22-10-54 and L. 228-91 et seq. 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, 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, against payment or free of charge, with or without a premium, ordinary shares and/ or any securities referred to in Articles L. 228-92 paragraph 1 or L. 228-93 paragraph 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, as the case may be, in consideration for securities tendered pursuant to any public offering involving an exchange component initiated by the Company with respect to the securities of another company whose shares are admitted to trade on one of the regulated markets referred to in Article L. 22-10-54 of the French Commercial Code, or any other transaction governed by a foreign law (for example, a reverse merger) having the same effect as a public exchange offering initiated by the Company with respect to securities complying with the conditions referred to in Article L. 22-10-54 of the French Commercial Code, and resolves to cancel, in favor of the holders of such securities, shareholders’ preferential right to subscribe for such shares or securities to be issued in pursuance of this delegation of authority. The issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
2. acknowledges that any issuance decision taken in pursuance of 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 to the shares to which such securities may confer rights.
3. decides to set the following maximum authorized amounts for capital increases in the event 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;
   • 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 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 independent from the amount of debt securities whose issuance is decided or authorized by 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 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.