- resolves to cancel, in favor of the beneficiaries designated below, shareholders’ preferential right to subscribe for shares and/or other securities that may be issued in pursuance of this resolution which will also entails a waiver by shareholders of their preferential right to subscribe for the ordinary shares of the Company to which the securities issued in pursuance of this delegation of authority may grant entitlement, and to reserve the right to subscribe to said ordinary shares to the categories of beneficiaries meeting the following criteria:
- employees and corporate officers, or some of the aforesaid, of the companies of the Group that are affiliated with the Company, as defined by Article L. 225-180 of the French Commercial Code and by Article L. 3344-1 of the French Labor Code, and whose principal offices are located outside France; and/or
- undertakings for Collective Investment in Transferrable Securities (UCITS) or other French or foreign employee shareholding entities, whether or not they are established as a legal entity, that invest in the Company’s securities and whose unit holders or shareholders are persons referred to in subsection a) of this paragraph; and/or
- any bank or bank subsidiary acting at the Company’s request for the purpose of setting up a shareholding or savings plan for the benefit of the persons referred to in subsection a) of this paragraph, provided that the subscription by the party authorized pursuant to this resolution enable the employees of foreign subsidiaries to benefit from employee shareholding or savings plans with financial advantages equivalent to those available to other employees of the Group.» It should be noted that systems with a leverage effect could be implemented under the terms of this resolution.
- that the issue price of each share in the Company will be set by the Board of Directors applying a maximum discount of 30% on the average opening price of the Company’s shares on the regulated Euronext Paris market during the 20 trading days preceding the date of the decision by the Board of Directors, or its delegate, setting the share price for subscription to the capital increase, or, in the event of a capital increase that is concomitant with a capital increase reserved for members of a savings plan, the subscription price for this capital increase (twenty-ninth resolution hereinabove). 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.
- should be noted that the issuance of preferred shares or securities that confer the right to preferred shares is not allowed.
- resolves that the Board of Directors shall have all powers (including the power to postpone) which it may in turn delegate, under the conditions laid down by law, to implement this delegation, 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 issue date, amount and price of new shares to be issued, as well as all other terms and conditions, including the delays, the conditions of subscription, the date from which shares will bear dividend rights, which may be retroactive, and the man-ner in which said shares will be paid up;
- to draw up the list of persons, from among the aforemen-tioned categories, benefiting from the suppression of preferen-tial subscription rights, as well as the number of shares to be subscribed by each of these beneficiaries;
- to fix the opening and closing dates for subscription periods;
- to charge capital increase costs, if applicable, against the share premium pertaining to 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 such capital increases;
- to determine and execute all adjustments required to allow for the impact of such transactions on the Company’s share capital or equity, notably in the event of a change in the par value of shares, increase of capital by incorporating reserves, earnings or premiums, allocation of free shares, securities consolidation or division, payment of dividends, reserves or premiums, or any other asset, redemption of capital, or any other operation on the share capital (including in the event of a public offering and/or change of control) and to make all other arrangements to preserve, where applicable, 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);
- to take all necessary measures to carry out the issues;
- to acknowledge the completion of the share capital increase in pursuance of this resolution, to issue the shares and make the corresponding amendments to the Articles of Incorporation, to carry out all formalities, make all necessary declarations and request all authorizations that may prove necessary to successfully complete these issues;
- more generally, to enter into all agreements, take all measures and carry out all formalities required for the issues referred to hereinabove, for admission to trading on a regulated market, and for the financial servicing of the securities issued in pursuance hereof, including the exercise of all rights attached;
- acknowledges that this delegation of authority, with immediate effect, the unused portion and unexpired term of the authority previously delegated pursuant to the twenty-first resolution of the Combined General Shareholders’ Meeting of May 27, 2025.
