Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

  1. delegates its authority to the Board of Directors, for a period of twenty-six months following the date of this Shareholders’ Meeting, with right to sub-delegate, in accordance with legal provisions in force and the Company’s Articles of Incorporation, the authority to increase the share capital, on one or more oc-casions, in the conditions laid down in articles L. 3332-18 et seq. of the French Labor Code, by issuing ordinary shares and/ or securities, against payment or free of charge, governed by 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 in one of its direct or indirect subsidiaries as the case may be, in favor of members of a Company savings plan (or any other plan to members of which or which articles L. 3332-1 et seq. of the Labor Code or any similar law or regulation would make it possible to reserve a capital increase under equivalent conditions) and in French or foreign companies affiliated therewith under the conditions of Article L. 225-180 of the French Commercial Code and of Article L. 3344-1 et seq. of the French Labor Code. It should be noted that systems with a leverage effect could be implemented under the terms and conditions of this resolution.

    It is specified that the issue of preferred shares as well as the issue of securities giving access to preferred shares is not allowed.

  2. resolves that the maximum nominal amount of the capital increases that may be carried out, immediately or in the future, pursuant to this resolution, may not exceed two million eight hundred thousand (2,800,000) euro or its equivalent in any other authorized currency or in a monetary unit established by reference to several currencies (calculated on the date of the decision of the Board of Directors or of its delegate to increase the share capital). This maximum amount will apply to all capital increases that may be carried out pursuant to this resolution and to the twenty-first resolution hereinafter.

    It should be noted that:

    • 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 preserve the rights of holders of securities that may confer rights to the Company’s share capital, in pursuance of legal and regulatory provisions, and, where applicable, in accordance with contractual provisions referring to other cases requiring adjustment;
    • the maximum nominal amount of capital increases determined, immediately or in the future, in accordance with this resolution 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.
  3. resolves that the issue price of the shares issued pursuant to this delegation or the issue price of the securities giving access to the Company’s share capital and the number of shares to which the conversion, redemption and, more generally, transformation of each security which may entitle to share capital, shall be determined under the conditions set out in Articles L. 3332- 18 et seq. of the French Labor Code, by applying a maximum discount of 30% to the average of the opening prices of the Company shares on the regulated market, Euronext Paris, during the twenty trading days preceding the date of the decision of the Board of Directors (or by 40% when the duration of unavailability provided for by the plan in application of Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than, or equal to, ten years), or its delegate, setting the date at which the subscription period will start. However, the General Shareholders’ meeting authorizes the Board of Directors, if it deems appropriate, to reduce or eliminate the discount in order to take into account, inter alia, legal, accounting, tax and social security laws applicable locally.
  4. resolves that, pursuant to Article L. 3332-21 of the French Labor Code, the Board of Directors may also decide to allocate, free of charge, new or existing shares or other securities conferring entitlement to Company shares, whether already issued or to be issued, if applicable, in lieu of the discount, provided that the financial value thereof, assessed with respect to the subscription price, does not exceed the limits imposed by Articles L. 3332-11, L. 3332-12, L. 3332-13 and L. 3332-19 of the French Labor Code and that the features of such other securities conferring entitlement to Company shares are determined by the Board of Directors in accordance with the requirements of applicable regulations.
  5. resolves to cancel, in favor of the aforementioned beneficiaries, the shareholders’ preferential right to subscribe shares and/or securities that may be issued pursuant to this resolution in favor of the subscribers of a company savings plans, said shareholders also waiving any entitlement to free shares or securities issued pursuant to this delegation of authority.
  6. also resolves that, in the event that the beneficiaries have not subscribed to the entire capital increase within the time limit, the capital increase shall only be carried out up to the amount of the subscribed shares, and that the unsubscribed shares may be offered again to the beneficiaries concerned in the context of a subsequent capital increase.
  7. authorizes the Board of Directors, under the terms and conditions of this delegation, to transfer shares to members of a company or group savings plan (or similar plan) as provided for in article L. 3332-24 of the French Labor Code, it being specified that the transfer of shares carried out with a discount in favor of members of a plan or several company savings plans, referred to under this delegation, will be charged up to the nominal amount of the shares thus transferred on the amount of the ceilings referred to in the aforementioned paragraph 2).