Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

  1. 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 draw up the list of securities contributed to the exchange;
    • to determine the exchange ratios and, if applicable, the amount of any cash component, and to certify the number of securities tendered pursuant to the exchange;
    • to determine the terms and conditions of issuance, specifically the price and dividend entitlement date, which may be retroactive, for new ordinary shares and/or, where applicable, securities giving access to ordinary shares in the Company, whether immediately or at a future date;
    • in the event of the issuance of debt securities, to decide whether they should be subordinated or not (and, if so, their subordination ranking, in accordance with the provisions of 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 provide the possibility of suspending the rights attached to shares or securities conferring equity rights in accordance with legal and regulatory provisions;
    • to determine and make any adjustments 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, allocation of free shares, division or consolidation of shares, distribution of dividends, reserves or bonuses or of any other assets, capital amortization, or any other transaction 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 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);
    • more generally, to take all measures required to successfully complete any authorized transaction, and to acknowledge the completion of each share capital increase carried out, and to amend the Articles of Incorporation accordingly.
  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 twenty-second resolution of the Combined General Shareholders’ Meeting of May 29, 2024.

DELEGATION OF AUTHORITY TO INCREASE THE CAPITAL, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS, TO REMUNERATE THE CONTRIBUTION IN KIND GRANTED TO THE COMPANY, EXCEPT IN THE CASE OF A PUBLIC OFFERING INITIATED BY THE COMPANY (18TH RESOLUTION)

OBJECTIVE

The eighteenth 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 issue, without preferential subscription rights, financial instruments giving access to the Company’s share capital or in any of its direct or indirect subsidiaries, as the case may be, to remunerate the contribution in kind granted to the Company, except in the case of a public offering.

The purpose of this delegation of authority is to provide the Company with the necessary flexibility to carry out external growth transactions by settling all or part of these acquisitions in securities.

This delegation of authority is subject to the limits set forth in the table on page 62.

EIGHTEENTH 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, to remunerate the contribution in kind granted to the Company and constituting shares and/or securities giving access to share capital, except in the case 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 et seq. of the French Commercial Code, notably Articles L. 225-129 and L. 225-129-2, and Articles L. 22-10-53 et L. 228-91 et seq. of the French Commercial Code: