2024 universal registration document

8. Annual General Meeting

Resolution 17: Authorisation for the Company to buy back its own shares

Explanatory statement

As the existing authorisation is due to expire in October 2025, it is proposed that the Annual General Meeting give the Board of Directors a new authorisation, it being specified that in the event of a public offer being filed by a third party with regard to Company securities, the Board of Directors will not be able to use this authorisation during the public offer period without the prior authorisation of the Annual General Meeting.

The Company would be able to buy its own shares for the following purposes:

  • cancelling them by reducing the share capital;
  • allocating or selling them to employees, directors and corporate officers of the Company and affiliates, under the terms and conditions provided for by French or foreign law, and in particular within the scope of employee profit sharing schemes, free grants of shares or all employee share ownership programmes as well as for the purpose of carrying out any transaction to cover the above-mentioned employee share ownership programmes;
  • market-making under a liquidity agreement entered into with an investment services provider in accordance with the market practices accepted by the French Financial Markets Authority (AMF); and/or
  • retaining the shares and subsequently using them (as payment, in an exchange or otherwise) in connection with external growth, merger, demerger or contribution.

The purchase, sale, exchange or transfer of these shares may be carried out by any means, on one or more occasions, in particular on or off the stock market, including in whole or in part, through the acquisition, sale, exchange or transfer of blocks of shares. These means include, where applicable, the use of all financial instruments and derivatives.

The Annual General Meeting resolves that this authorisation would expire at the end of a period of eighteen months from this Annual General Meeting, and take effect on 23 October 2025, i.e., on the expiry of the current authorisation for the Company to repurchase its own shares that expires on 22 October 2025.

The purchase price per share may not exceed €700 (excluding expenses). The authorisation would cover a maximum of 10% of the share capital - a maximum of 5% of the capital for the shares acquired to be retained and subsequently remitted (for payment, exchange, or other purposes) in the context of transactions for external growth, merger, demerger or contribution - which is, as an indication at 31 December 2024, 53,431,202 shares for a maximum of €37,401,841,400, it being understood that the Company may not, at any time, hold more than 10% of its own share capital at the measurement date.

Seventeenth resolution: Authorisation for the Company to repurchase its own shares

The Annual General Meeting, voting with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, authorises the Board of Directors, with the option to delegate to the Chief Executive Officer, to purchase shares of the Company in accordance with Articles L. 225-210 and L. 22- 10-62 of the French Commercial Code and subject to the following conditions: The Company may buy back its own shares under the conditions defined by the laws and regulations in force, and notably with a view to:

  • cancelling them by reducing the share capital;
  • allocating or selling them to employees, directors and corporate officers of the Company and affiliates, under the terms and conditions provided for by French or foreign law, and in particular within the scope of employee profit sharing schemes, free grants of shares or all employee share ownership programmes as well as for the purpose of carrying out any transaction to cover the above-mentioned employee share ownership programmes;
  • market-making under a liquidity agreement entered into with an investment services provider, in accordance with the market practices accepted by the French Financial Markets Authority (AMF); and/or
  • retaining the shares and subsequently using them (as payment, in an exchange or otherwise) in connection with external growth, merger, demerger or contribution.

The purchase price per share may not exceed €700 (excluding expenses). The number of shares that the Company may acquire may not exceed:

  • retaining the shares and subsequently using them (as payment, in an exchange or otherwise) in connection with external growth, merger, demerger or contribution. 5% of the number of shares making up the Company’s capital on the date of completion of these buybacks, i.e., as an indication at 31 December 2024, 26,715,601 shares for a maximum amount of €18,700,920,700;
  • for shares acquired for another purpose: 10% of the number of shares making up the Company’s share capital on the date of completion of these repurchases, i.e. as an indication at 31 December 2024, 53,431,202 shares for a maximum amount of €37,401,841,400; and
  • it being understood that the Company may not, at any time, hold more than 10% of its own capital.

The purchase, sale, exchange or transfer of these shares may be carried out by any means, on one or more occasions, in particular on or off the stock market, including in whole or in part, through the acquisition, sale, exchange or transfer of blocks of shares. These means include, where applicable, the use of all financial instruments and derivatives. These transactions may be carried out at any time, in accordance with the regulations in force at the time of the transactions concerned, it being specified that in the event of a public offer being filed by a third party with regard to Company securities, the Board of Directors will not be able to use this authorisation during the public offer period without the prior authorisation of the Annual General Meeting.