OBJECTIVE
The nineteenth resolution submits for your approval the delegation of authority to the Board of Directors, for a period of eighteen (18) months, to increase the capital, without preferential subscription rights, in favor of one or more persons to be designated by the Board of Directors at a later date.
This authority stems from the “Loi Attractivité” of June 13, 2024, which was recently supplemented by Decree No. 2025-1198 of December 11, 2025. It allows the Board of Directors to identify and negotiate opportunities that benefit the Groupe’s development under the best possible conditions, where appropriate.
The issue price of the shares issued under this delegation will be set by the Board of Directors in accordance with the applicable legislation and regulations when this delegation is exercised. According to the aforementioned decree, as of today, the issue price would be at least equal to the closing price on the last trading day before the Board of Director’s decision to exercise the delegation, with a maximum discount of 10%.
This delegation of authority is subject to the limits set forth in the table on page 62.
NINETEENTH RESOLUTION
Delegation of authority to the Board of Directors, for a period of eighteen months, to decide to issue ordinary shares or securities giving access to ordinary shares in the Company or one of its subsidiaries, without preferential subscription rights, in favor of one or more specifically designated person(s)
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, L. 225-138 and L. 228-91 et seq., and Article L. 22-10-52-1 of the French Commercial Code:
- delegates to the Board of Directors, for a period of eighteen 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 to issue, 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 a unit of account set with reference to several currencies, without shareholders’ preferential subscrip-tion rights, 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 by any means, 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. It should be noted that the issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
- resolves to cancel the shareholders’ preferential subscription rights to the shares and/or securities that may be issued pursuant to this resolution, in favor of one or more specifically designated persons; it being specified that the Board of Directors shall have full powers to designate the person(s) to whom the issue shall be reserved.
- sets the following maximum authorized amounts for capital increases in the event that the Board of Directors uses 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 in paragraph 3) of the thirteenth resolution put before this Shareholders’ Meeting. This amount 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 these ceilings 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 nominal amount 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) as stipulated in 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.
