2024 universal registration document

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Tuesday 29 April 2025

8. Annual General Meeting

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Tuesday 29 April 2025

8.1 Draft resolutions and Report of the Board of Directors to the Ordinary and Extraordinary General Meeting to be held on Tuesday 29 April 2025

Agenda

Ordinary resolutions

  • 1. Approval of the 2024 parent company financial statements
  • 2. Approval of the 2024 consolidated financial statements
  • 3. Allocation of the Company’s net profit for financial year 2024 and setting of the dividend
  • 4. Appointment of the company Téthys as a Director
  • 5. Appointment of Isabelle Seillier as a Director
  • 6. Appointment of Aurélie Jean as a Director
  • 7. Re-appointment of Nicolas Hieronimus as a Director
  • 8. Re-appointment of Paul Bulcke as a Director
  • 9. Re-appointment of Alexandre Ricard as a Director
  • 10. Establishment of the total maximum amount allotted to Directors as remuneration for their office
  • 11. Approval of the information on the remuneration of each of the directors and corporate officers required by Article L. 22-10-9, I of the French Commercial Code
  • 12. Approval of the fixed and variable components of the total remuneration and benefits paid during financial year 2024 or allocated for that year to Jean-Paul Agon, in his capacity as Chairman of the Board of Directors
  • 13. Approval of the fixed and variable components of the total remuneration and benefits paid during financial year 2024 or allocated for that year to Nicolas Hieronimus, in his capacity as Chief Executive Officer
  • 14. Approval of the remuneration policy for Directors
  • 15. Approval of the remuneration policy for the Chairman of the Board of Directors
  • 16. Approval of the remuneration policy for the Chief Executive Officer
  • 17. Authorisation for the Company to buy back its own shares

Extraordinary resolutions

  • 18. Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital by issuing ordinary shares, with preferential subscription rights for shareholders
  • 19. Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital by capitalising premiums, reserves, profits or other amounts
  • 20. Delegation of authority granted to the Board of Directors for the purpose of increasing the share capital in order to remunerate the contributions in kind given to the Company in the form of equity securities or securities giving access to the share capital of third party companies
  • 21. Delegation of authority granted to the Board of Directors for the purpose of carrying out a capital increase reserved for employees with cancellation of shareholders’ preferential subscription rights
  • 22. Delegation of authority granted to the Board of Directors for the purpose of carrying out a capital increase reserved for categories of beneficiaries consisting of employees of foreign subsidiaries, with cancellation of preferential subscription rights, within the framework of an employee share ownership plan
  • 23. Amendments to Article 9 of the Articles of Association relating to the deliberations of the Board of Directors, in order to enable use of the modernisation measures introduced under France’s "Attractiveness Act" (law no. 2024-537 of 13 June 2024) and its implementing decree
  • 24. Amendments to Article 12 of the Articles of Association relating to the "General rules" about General Meetings in order to align them with France’s "Attractiveness Act" (law no. 2024-537 of 13 June 2024)
  • 25. Powers for formalities