Summary of existing delegations and financial authorizations and use made of them
Share repurchase program (Articles L. 22-10-62 et seq.
of the French Commercial Code) (a)
Type | Authorization date | Expiry/ Duration | Amount authorized Use as of December 31, 2025, | |
Share repurchase program Maximum purchase price: 1 200 euros | SM of April 17 2025 (17th resolution) | October 16, 2026 (18 months) | 10% of the share capital (b) | Movements during the fiscal year:
|
Reduction of capital through the retirement of shares purchased under a share repurchase program | SM of April 17, 2025 (18th resolution) | October 16, 2026 (18 months) | 10% of the share capital per 24-month period (b) | Shares retired during the fiscal year: None |
A resolution renewing these authorizations will be presented at the Shareholders' Meeting of April 23, 2026.
As a guide, this equates to 18,050,751 shares on the basis of the share capital under the Bylaws as of December 31, 2025.
Increase in the share capital l (L. 225-127 à L. 225-130, L. 225-132 à L225-135 et seq., L225-147 et L225-147-1, L. 228-91 et L. 225-92, L. 22-10-
49 à L. 22-10-54, R225-118 of the French Commercial Code et 1° de article L411-2 of the Monetary and Financial Code)
Type | Authorization date | Expiry/ Duration | Amount authorized | Issue price determination method | Use as of December 31, 2025 |
Through the capitalization of profit, reserves, additional paidin capital or other items (L.225-129, L. 225-129-2, L. 225-130 and L. 22-10-50) | SM of April 18, 2024 (17th resolution) | June 17, 2026 (26 months) | 120 million euros (a) | Not applicable | None |
With preferential subscription rights: Ordinary shares and securities giving access to the share capital | SM of April 18, 2024 (18th resolution) | June 17, 2026 (26 months) | 120 million euros (a) (b) | Free | None |
Without preferential subscription rights: Ordinary shares and securities giving access to the share capital - by means of public offering (L. 225-135 et seq.) | SM of April 18, 2024 (19th resolution) | June 17, 2026 (26 months) | 120 million euros (a) (b) | At least equal to the minimum price required by regulations(c) | None |
- for qualified investors or a restricted group of investors (L. 225-135 et seq.) | SM of April 18, 2024 (20st resolution) | June 17, 2026 (26 months) | 120 million euros (a) (b) Issue of shares capped at 20% of the share capital per year, determined as of the issue date | At least equal to the minimum price required by regulations(c) | None |
Increase in the number of shares to be issued in the event that the issue is oversubscribed in connection with capital increases, with or without preferential subscription rights, carried out pursuant to the 18th, 19th and 20st resolutions of the Shareholders' Meeting of April 81, 2024 | SM of April 18, 2024 (21st resolution) | June 17, 2026 (26 months) | Up to a maximum of 15% of the initial issue and up to 120 million euros (a) | Same price as the initial issue | None |
In connection with a public exchange offer (L. 225-148) | SM of April 18, 2024 (22nd resolution) | June 17, 2026 (26 months) | 120 million euros (a) | Free | None |
In connection with in-kind contributions (L. 225-147) | SM of April 18, 2024 (23rd resolution) | June 17, 2026 (26 months) | 10% of the share capital at the issue date (a) (d) | Free | None |
Maximum nominal amount (i.e. 60,000,000 shares based on a nominal value of 2 euros per share). This is an overall cap set by the Shareholders' Meeting of April 18, 2024, for any issues decided upon pursuant to the 17th, 18th, 19th, 20th, 21st, 22nd, 23rd, 24th, 25thand, 26th resolutions.
The amount of capital increase decided by the Board of Directors may be increased up to a maximum of 15% of the initial issue in the event that the issue is oversubscribed up to the overall cap of 120 million euros stated in (a) (Shareholders' Meeting of April 18, 2024, 21th resolution).
Up to a maximum of 10% of the share capital, the Board of Directors may freely determine the issue price, provided that this price is equal to at least 90% of the weighted average share price over the three trading days preceding the date on which the subscription price is determined (Shareholders' Meeting of April 18, 2024, 19th and 201th resolutions).
As a guide, this equates to 18,050,751 shares on the basis of the share capital under the Bylaws as of December 31, 2025.
Employee share ownership
Type | Authorization date | Expiry/ Duration | Amount authorized Issue price determination method | Use as of December 31, 2025 | ||
Share subscription or purchase options (L. 225-177 et seq. and L. 22-10-56 of the French Commercial Code) | SM of April 18, 2024 (24th resolution) | June 17, 2026 (26 months) | 1% of the share capital (a) (b) | Average share price over the 20 trading days preceding the grant date (c), with no discount | - - | Granted: None Available to be granted: 1,805,075 shares |
Bonus share awards | SM of April 18, | June 17, 2026 (26 | 1% of the share | Not applicable | - | Granted: None |
(L. 225-197-1 et seq., L. 22-10- 59 and L. 22-10-60 of the | 2024 (26th resolution) | months) | capital (a) (b) | - | Available to be granted: | |
French Commercial Code) | 1,805,075 | |||||
shares | ||||||
Capital increase reserved for SM of April 18, employees who are members of a 2024 company savings plan (25th resolution) (L. 225-129-6 of the French Commercial Code) | June 15, 2026 (26 months) | 1% of the share capital (a) (b) | Average share price over the 20 trading days preceding the grant date, with a maximum discount of 30% | None | ||
(a) Up to the overall maximum of 120 million euros set at the Shareholders' Meeting of April 18, 2024 (27th resolution), against which this amount is offset. (b) As a guide, this equates to 1,805,075 shares on the basis of the share capital under the Bylaws as of December 31, 2025.
(c) For purchase options, the price may not be less than the average purchase price of the shares.
This document is a free translation into English of the original French. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.