Notice of meeting - 2026 Combined General Shareholder's Meeting

Purpose and draft resolutionss

  1. resolves 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 set the terms and conditions of the capital increases and to fix the dates, terms and conditions of issues to be performed by virtue of this resolution;
    • to set the opening and closing dates for subscriptions, the price, the dates from which shares will bear dividend rights, the payment terms for the shares and any delays for such payment;
    • to establish, under legal conditions, the list of companies whose beneficiaries indicated above may subscribe to shares or securities conferring access to capital thus issued and, where appropriate, benefit from the shares or securities conferring access to free allocation of capital;
    • to decide that subscriptions can be made directly by the beneficiaries, members of a company or group savings plan (or similar plan), or through corporate mutual funds or other organizations or entities permitted by applicable legal and regulatory provisions;
    • in the event of the issuance of debt securities, to set all the characteristics and terms and conditions attached to these securities (in particular whether they have a fixed term, are subordinate, and their remuneration) and modify, during the life of these securities, the terms and characteristics referred to above, in compliance with the applicable formalities;
    • to provide for 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 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, an increase in 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 conferring access to the capital of the Company or of beneficiaries of stock options or purchase of shares or free allocation of shares;
    • in the event of the free allocation of shares or securities conferring access to capital, to determine the nature, the number of shares or securities conferring access to capital, as well as their terms and conditions, and characteristics, the number to be allocated to each beneficiary, and set the dates, deadlines, terms and conditions for the allocation of these shares or securities conferring equity rights within the legal and regulatory limits in force, and in particular choose whether to completely or partially substitute the allocation of these shares or securities conferring equity rights to the discounts with regard to the aforementioned issue price, either to charge the equivalent value of these shares or securities to the total amount of the contribution, or to combine these two possibilities;
    • to acknowledge the successful completion of capital increases up to the amount of share capital securities or securities that may confer access to shares that are effectively subscribed for and to amend the Articles of Incorporation accordingly;
    • to charge capital increase costs, if applicable, against the share premium raised by these increases and, if it deems appropriate, to deduct from share premium the amounts necessary to bring reserves to one-tenth of the new share capital resulting from each capital increase;
    • more generally, to enter into all agreements, take all measures and carry out all formalities useful or necessary for the issues referred to hereinabove, for admission to trading, and for the financial servicing of the securities issued in pursuance hereof, including the exercise of all rights attached.
  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 twentieth resolution of the Combined General Shareholders’ meeting of May 27, 2025.
TWENTY-FIRST RESOLUTION
Delegation of authority to be granted to» the Board of Directors, for a period of eighteen months, to decide to issue ordinary shares in the Company or securities giving access to ordinary shares in the Company or one of its subsidiaries, without preferential subscription rights, in favor of certain categories of beneficiaries, in the context of employee share ownership plans

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., and notably Articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:

  1. delegates its authority 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 increase the share capital, on one or more occasions, in the proportions and at the times it sees fit, both in France and abroad, by issuing, against payment or free of charge, ordinary shares and/ or any securities governed by Articles L. 228-92 paragraph 1 or L. 228-93 paragraphs 1 and 3 of the French Commercial Code, giving access by any means, immediately or in the future, at any time or on a determined date, by subscription, conversion, exchange, redemption, presentation of a warrant or by any other means, through ordinary shares to be issued by the Company or one of its direct or indirect subsidiaries (including equity securities giving the right to the allocation of debt securities), as the case may be, reserved to persons meeting the characteristics of the categories (or one of the categories) defined hereafter.
  2. resolves that the maximum nominal amount of the capital increase 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. This maximum amount will apply to call capital increases that may be carried out pursuant to this resolution and to the aforementioned twentieth resolution.
    • 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 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 the 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.