Mauna Kea Technologies : AGM 2026 – Board’s Report on Resolutions

About this update from Mauna Kea Technologies Sa Class O

MAUNA KEA TECHNOLOGIES A public limited company with capital of €7,684,376.20 Registered office: 9 rue d'Enghien -75010 Paris 431 268 028 RCS Paris (the "Company") Combined General Meeting of Shareholders on June 4, 2026 REPORT OF THE BOARD OF DIRECTORS Dear Shareholders, We have convened this combined general meeting to submit for your approval resolutions falling within the purview of both the ordinary general meeting and the extraordinary general meeting. As an ordinary meeting : management report of the Board of Directors - presentation by the Board of the annual and consolidated financial statements for the fiscal year ended December 31, 2025 reports of the statutory auditor on the parent company and consolidated financial statements for the fiscal year ended December 31, 2025, and on the agreements referred to in Articles L. 225-38 et seq. of the Commercial Code Approval of the parent company financial statements for the fiscal year ended December 31, 2025 Approval of the consolidated financial statements for the fiscal year ended December 31, 2025 Allocation of net income for the fiscal year ended December 31, 2025 Renewal of the term of office of Mr. Alexandre Loiseau as a member of the Board of Directors Renewal of the term of office of Mr. Christopher McFadden as a member of the Board of Directors Renewal of the term of office of Ms. Molly O'Neill as a member of the Board of Directors Appointment of a new director (Mr. Richard di Benedetto) Appointment of a new director (Mr. Randall Stanicky) Appointment of a new director (Ms. Elsy Boglioli Hofman) Approval of the 2025 Stock Option Plan adopted by the Board of Directors on September 9, 2025 Authorization to be granted to the Board of Directors for the Company to repurchase its own shares As an extraordinary item : Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securities, while maintaining shareholders' preemptive subscription rights Delegation of authority to be granted to the Board of Directors to increase the share capital through the issuance of shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securitie s, with the cancellation of shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria (investors in the pharmaceutical or medical technology sectors, strategic, commercial, or financial partners, financial institutions) Delegation of authority to be granted to the Board of Directors to increase the share capital through the issuance of shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securities, with the cancellation of shareholders' preemptive subscription rights within the framework of an equity or debt financing facility Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preemptive subscription rights Setting of overall limits on the amount of issuances made pursuant to the delegated powers Authorization to be granted to the Board of Directors to proceed with the free allocation of common shares, existing or to be issued, in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code, to corporate officers and employees of the Company and its subsidiaries, entailing the waiver by shareholders of their preemptive subscription rights Authorization to be granted to the Board of Directors to grant stock subscription or purchase options to eligible employees or corporate officers of the Company and/or its affiliated companies, in accordance with the provisions of Articles L. 225-177 et seq. of the French Commercial Code, entailing the waiver by shareholders of their preemptive subscription rights Delegation of authority to be granted to the Board of Directors to issue and allocate ordinary share subscription warrants with the waiver of shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria Amendment of the statutory threshold percentage to increase it from 3% to 5%-corresponding amendment to Article 8.3 of the Articles of Association Amendment of Article 19 of the Articles of Association to bring it into compliance with new legal and regulatory provisions Delegation of authority to the Board of Directors to carry out capital increases through the issuance of shares or securities giving access to the capital, with the cancellation of shareholders' preemptive subscription rights in favor of participants in a company savings plan As a matter of course : Authorization for formalities. Approval of the parent company and consolidated financial statements for the fiscal year ended December 31, 2025 - Allocation of earnings ( 1st to 3rd resolutions) We invite you to refer to the Board of Directors' management report, including the corporate governance report, and to the auditors' reports, which have been made available to you in accordance with legal and regulatory requirements. Regarding the Company's business performance since the beginning of the current fiscal year, we also invite you to refer to the Board of Directors' management report. With regard to regulated agreements, you may review the special report of the statutory auditor, which has been made available to you in accordance with legal and regulatory requirements, and note that no regulated agreements were entered into during the 2025 fiscal year. Renewal of the terms of outgoing directors - Appointment of new DIRECTORS ( Resolutions 4 through 8 ) We hereby inform you that the terms of office of Directors Alexandre Loiseau and Christopher McFadden, and of Directors Molly O'Neill, Claire Biot, and Jacquelien Ten Dam, will expire at the conclusion of this meeting. We propose that you: renew the terms of office of directors Alexandre Loiseau, Christopher McFadden, and Molly O'Neill for a period of two (2) years, expiring at the conclusion of the annual general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027, appoint Mr. Richard di Benedetto, Mr. Randall Stanicky, and Ms. Elsy Boglioli Hofman as directors for a term of two (2) years, expiring at the conclusion of the annual general meeting of shareholders to be held in 2028 to approve the financial statements for the fiscal year ending December 31, 2027. Ms. Claire Biot and Ms. Jacquelien Ten Dam, whose terms of office expire at the conclusion of this meeting, will not be reappointed to their positions. Approval of the 2025 Stock Option Plan adopted by the Board of Directors on September 9, 2025 ( 10th resolution ) We remind you that the combined general meeting of shareholders held on June 5, 2025 authorized the Chairman to grant options entitling holders to subscribe for new shares of the Company. We hereby inform you that the Board of Directors, at its meeting on September 9, 2025, adopted the 2025 Stock Option Plan. As required by the U.S. Internal Revenue Code to allow for the grant of incentive stock options under the stock option plan to employees who are U.S. tax residents, the plan must be approved by the General Meeting of Shareholders within one year of its adoption by the Board of Directors. We therefore propose that you approve the 2025 Stock Option Plan adopted by the Board of Directors at its meeting on September 9, 2025. Authorization regarding the implementation of a share repurchase program - Authorization to be granted to the Board to reduce the share capital by canceling shares pursuant to the authorization to repurchase its own shares ( 11th and 12th resolutions ) We propose that you renew the authorization granted to the Board of Directors, for a period of eighteen (18) months, by the General Meeting of June 5, 2025, to implement a share buyback program. The request for a new authorization thus avoids a period not covered by this authorization between now and the next Annual General Meeting. In previous fiscal years, this share repurchase program was used exclusively under a liquidity agreement, with the objective of enhancing the liquidity of the Company's shares through an investment services provider. The request we are submitting to you is intended, in particular, to continue the implementation of this liquidity agreement, up to a limit of 10% of the share capital. We would like to clarify that (i) when shares are acquired for the purpose of promoting the liquidity of the Company's shares, the number of shares taken into account for the calculation of this limit will correspond to the number of shares purchased, less the number of shares resold during the term of the authorization, and (ii) when they are acquired for the purpose of holding them and subsequently surrendering them in payment or in exchange as part of a merger, spin-off, or contribution transaction, the number of shares acquired may not exceed 5% of the total number of shares. The amount of funds allocated to the share repurchase program would be a maximum of 4,000,000 euros. The maximum purchase price per share (excluding fees and commissions) would be set at 5 euros. We are also submitting for your approval the authorization to cancel, if necessary, the Company's shares held by it in connection with the implementation of its buyback program and to reduce the capital accordingly. This again involves the renewal of the authorization granted to the Board for eighteen (18) months by the General Meeting of June 6, 2024, in order to avoid a period not covered by this authorization. In any event, the Company currently has no intention of canceling shares, as its share repurchase program is currently limited to the proper functioning of its liquidity agreement. Financial delegations and authorizations to be granted to the Board of Directors ( 13th to 16th resolutions) We propose that you renew, in advance, the financial delegations granted to the Board of Directors by the General Meeting of June 5, 2025, which were granted for a term of 18 months and are set to expire during the 2026 fiscal year, and that you grant your Board of Directors a new delegation to increase the capital while maintaining shareholders' preemptive subscription rights, as the authorization granted in June 2025 was revoked due to the authorization with the same purpose granted in October 2025, which was utilized in connection with the most recent capital increase. Thus, your Board of Directors will have a wide range of authorizations at its disposal to respond to market opportunities that may arise without having to return to the shareholders. These new authorizations would supersede the previously granted authorizations with the same purpose. You will review the reports prepared by the statutory auditor regarding these delegations and authorizations. We propose that you resolve that: the maximum aggregate nominal amount of capital increases that may be carried out pursuant to the authorizations thus granted shall not exceed 3,836,513 euros (representing approximately 50% of the share capital), it being specified that this ceiling shall be increased by the additional amount of shares to be issued to preserve, in accordance with applicable legal or regulatory provisions and, where applicable, applicable contractual provisions, the rights of holders of securities and other rights giving access to shares, and the maximum aggregate nominal amount of debt securities that may be issued pursuant to said authorizations would be set at 30,000,000 euros (or the equivalent value on the date of issuance of this amount in foreign currency or in a unit of account established by reference to multiple currencies), (the "Aggregate Limit"). These delegations would be granted for a term of eighteen (18) months, with the exception of the delegation to decide on the issuance of shares and/or securities giving immediate or future access to the capital or entitling the holder to a debt instrument, while maintaining shareholders' preemptive subscription rights, which would be granted for a term of twenty-six (26) months. The Board of Directors would have full authority, with the power to delegate and subdelegate, to implement the delegations granted to it. In connection with the authorizations to issue shares with the exclusion of shareholders' preemptive rights (Resolutions 13 and 14), the issue price of the shares that may be issued pursuant to these authorizations shall be set by the Board of Directors and must be at least equal to, at the Board's discretion: either the volume-weighted average price of the share on the day preceding the setting of the issue price, possibly reduced by a maximum discount of 20%, either the volume-weighted average of the share prices over the twenty (20) trading sessions preceding the day the price is set, reduced by a maximum discount of 20%, or the average of five (5) consecutive quoted prices (either closing prices or weighted average prices, for the five (5) consecutive prices) of the share selected from the thirty (30) most recent trading sessions preceding the setting of the issue price, subject to a maximum discount of 20%, provided that (i) in the event of the issuance of securities giving access to the capital, the issue price of the shares that may result from their exercise, conversion, or exchange may, if applicable, be set, at the Board's discretion, by reference to a calculation formula defined by the Board and applicable after the issuance of such securities (for example, upon their exercise, conversion, or exchange), in which case the aforementioned maximum discount may be assessed, if the Board deems it appropriate, on the date of application of said formula (and not on the date the issue price of the securities is set), and (ii) the issue price of the equity securities issued pursuant to this resolution, if any, shall be such that the amount received immediately by the Company, if any, plus the amount likely to be received by the Company upon the exercise or conversion of such securities, shall, for each share issued as a result of the issuance of such securities, at least equal to the aforementioned minimum amount. The 20% discount would allow the Board to benefit from greater flexibility in setting the subscription price of the shares based on market opportunities. In the event that the Board of Directors were to exercise these delegations, it would report thereon to the next ordinary general meeting, in accordance with the law and regulations. When required, you will be provided with the reports prepared by the statutory auditor regarding these delegations. We therefore invite you to review below each of the delegations and authorizations that you are asked to grant to your Board of Directors. 5.1 Delegation of authority to be granted to the Board of Directors to increase capital through the issuance of common shares and/or any securities, while maintaining shareholders' preemptive subscription rights ( 13th resolution) This delegation will enable the Board to increase the capital by issuing common shares and/or securities giving access to the Company's capital and/or securities entitling the holder to the allocation of debt securities-while maintaining shareholders' preemptive subscription rights. The maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation, is set at 3,836,513 euros, and the total amount of debt securities that may be issued pursuant to this delegation may not exceed 30,000,000 euros, with these amounts being counted against the Overall Limit. Delegations of authority to be granted to the Board of Directors to decide on the issuance of shares and/or securities, with the cancellation of shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria ( 14th resolution) We ask that you delegate to the Board of Directors, with the authority to delegate and subdelegate in accordance with legal requirements, the power to decide, on one or more occasions, in the proportions and at the times it deems appropriate, in France or abroad, in euros, in foreign currencies, or in any monetary unit established by reference to multiple currencies, ordinary shares of the Company or equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities, and/or securities (including, in particular, all debt securities) giving access to equity securities of the Company (including, in particular, stock subscription warrants or stock issuance warrants), provided that, in accordance with Article L. 228-93 of the French Commercial Code, the securities to be issued may give access to common shares to be issued by any company that directly or indirectly holds more than half of the Company's capital or in which the Company directly or indirectly holds more than half of the capital. The maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation, is set at 3,836,513 euros, and the total amount of debt securities that may be issued pursuant to this delegation may not exceed 30,000,000 euros, with these amounts being counted against the Overall Limit. The issue price of the shares that may be issued pursuant to this authorization will be set by the Board of Directors in accordance with the terms described above. In connection with these authorizations, we ask that you waive shareholders' preemptive subscription rights to the shares, other securities, and debt securities that may be issued, in favor of one or more persons belonging to one or more of the following categories of persons (such person(s) may be a shareholder of the Company at the time of exercising said authorization, including the sole beneficiary or beneficiaries of the exercise of said delegation of authority): natural or legal persons, including companies, trusts, investment funds, or other investment vehicles of any form, governed by French or foreign law, that habitually invest in the pharmaceutical or medical technology sector, where applicable in connection with the conclusion of an industrial, commercial, licensing, research, or partnership agreement with the Company (or one of its subsidiaries); and/or company(ies), institution(s), or entity(ies), regardless of their form, whether French or foreign, conducting a significant portion of their business in at least one of these sectors; and/or French or foreign investment service providers, or any foreign institution(s) with equivalent status, capable of guaranteeing the execution of an offering intended for placement with the persons referred to in (i) and/or (ii) above and, in this context, of subscribing to the securities issued; and/or company(ies), institution(s), or entity(ies), regardless of their form, whether French or foreign, in connection with the conclusion or in the context of an industrial, commercial, licensing, research, or other form of partnership agreement (including financial, if applicable) with the Company (or one of its subsidiaries); and/or any financial institution, public body, development bank, French or European sovereign wealth fund, or any institution affiliated with the European Union, the European Economic Area (EEA), or the European Free Trade Association (EFTA) wishing to provide funding, particularly to small and medium-sized enterprises, and whose investment terms may include, in whole or in part, an investment in equity and/or in the form of securities providing immediate or future access to the share capital; The Board of Directors shall have full authority to determine the list of beneficiaries of such capital increases and/or reserved securities issues within these categories of persons and the number of securities to be allocated to each of them. Delegation of authority to be granted to the Board of Directors to increase the capital through the issuance of common shares and/or any securities that are equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities, and/or securities giving access to equity securities, with the cancellation of shareholders' preemptive subscription rights in favor of a category of persons meeting specific criteria within the framework of an equity or debt financing facility ( 15th resolution) This authorization will enable the board to increase the capital by issuing common stock of the Company or equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities, and/or securities (including, in particular, all debt securities) giving access to equity securities of the Company (including, in particular, stock warrants or share subscription warrants)-with the cancellation of preemptive subscription rights in favor of a category of persons underwriting the Company's equity securities that may result therefrom as part of an equity or debt financing facility. Such authorization would allow the Company to increase its financial flexibility alongside the other financing tools it has put in place. The maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation, is set at 3,836,513 euros, and the total amount of debt securities that may be issued pursuant to this delegation may not exceed 30,000,000 euros, with these amounts being counted against the Overall Limit. We therefore ask you to waive the shareholders' preemptive subscription right to the common shares and other securities giving access to the capital to be issued pursuant to this resolution, in favor of one or more persons belonging to one or more of the following categories of persons (such person(s) may be a shareholder(s) of the Company at the time of the exercise of said delegation, including any exclusive beneficiary(ies) of the exercise of said delegation of authority): o any credit institution, any investment services provider, a member of a banking syndicate, any investment fund, or any company undertaking to subscribe to or guarantee the completion of any issuance of shares or securities likely to result in a future capital increase that could be carried out pursuant to this delegation in connection with the establishment of an equity financing facility ( equity line , PACEO, or equivalent, notably through the issuance of warrants or bonds). The issue price of the shares that may be issued pursuant to this delegation shall be set by the Board of Directors in accordance with the terms described above in the preamble. Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preemptive subscription rights ( 16th resolution) In accordance with the provisions of Articles L. 225-129, L. 225-129-2, L. 225-135 et seq., L. 228-91, and L. 228-92 of the Commercial Code, we ask that you delegate to the Board of Directors, with the power to subdelegate under the conditions provided by law, the authority to increase the number of securities to be issued in the event of a capital increase of the Company, with or without preemptive subscription rights, decided pursuant to the delegations granted by this meeting, at the same price as that set for the initial issuance, within the time limits and within the limits provided for by the regulations applicable on the date of issuance (currently, within thirty (30) days of the close of the subscription period, up to a limit of 15% of the initial issuance and at the same price as that set for the initial issuance), in particular with a view to granting an over-allotment option in accordance with market practices. Please note that the nominal amount of any capital increase would be counted toward the Overall Limit. Authorizations to be granted under the employee profit-sharing policy, CORPORATE OFFICERS AND EMPLOYEES ( 18th to 20th resolutions) We propose that you renew the authorizations granted to the Board of Directors by the General Meeting of June 5, 2025, under the employee incentive policy for the Company's employees, executives, and directors. We propose that you review each of the authorizations we are asking you to grant to your Board of Directors. For each of these authorizations, you will hear a reading of the auditor's report. Authorization to be granted to the Board of Directors to proceed with the free allocation of existing or to-be-issued shares ( 18th resolution) In accordance with the provisions of Articles L. 225-197-1 et seq. of the Commercial Code, we ask that you authorize the Board of Directors to proceed, on one or more occasions, , to make a bonus issue of existing or tobe-issued common shares by the Company to the Company's employees, or certain categories thereof, and/or to its corporate officers who meet the conditions set forth in Article L. 225-197-1, II of the French Commercial Code, as well as to the benefit of the employees of companies or economic interest groups in which the Company holds, directly or indirectly, at least 10% of the capital or voting rights as of the date of allocation of the shares in question. The maximum number of common shares granted and currently in the vesting period or definitively vested pursuant to this authorization may not exceed 5% of the number of shares comprising the share capital on the date the Board of Directors decides to implement this authorization, it being specified that this number (a) does not take into account any adjustments made to preserve the rights of beneficiaries of common shares, in accordance with legal and regulatory provisions and, where applicable, the applicable contractual provisions, and (b) may in no event exceed the percentage of the share capital as of the date of the grant in question, as set forth in Article L. 225-197-1 of the French Commercial Code. The allocation of shares to their beneficiaries shall become definitive at the end of a vesting period, the duration of which shall be determined by the Board of Directors, provided that this period may not be less than one (1) year, and the Board of Directors may set a period during which the beneficiaries must retain said shares, it being specified that the combined duration of the vesting and holding periods may not be less than two (2) years, with the Board of Directors being able to provide for vesting and holding periods longer than these minimum durations. Notwithstanding the foregoing, the shares may be definitively granted prior to the end of the vesting period in the event of the beneficiary's disability corresponding to classification in the second or third categories provided for in Article L. 341-4 of the Social Security Code, as of the date the disability is established. Such shares shall be freely transferable by the beneficiary concerned, regardless of the aforementioned holding period. In the event of a free grant of new shares, this resolution shall entail, as such shares are definitively granted, a capital increase through the capitalization of reserves, profits, or the share premium for the benefit of the beneficiaries of such shares, and a corresponding waiver by the shareholders in favor of the beneficiaries of such shares of their preemptive subscription rights to such shares. The definitive durations of the vesting period and the holding period will be set by the Board within the aforementioned limits. All powers shall be granted to the Board of Directors under this authorization in accordance with the terms of the resolution submitted for your approval. This authorization would be granted for a term of thirty-eight (38) months from today and would terminate any prior authorization having the same purpose. Authorization to be granted to the Board to issue stock options or share purchase options for the Company ( 19th resolution) Under this authorization, we ask you to authorize the Board of Directors to grant, during the periods permitted by law, on one or more occasions, to the benefit of the salaried employees and/or corporate officers (or certain of them) of the Company and of companies affiliated with the Company under the conditions defined in Article L. 225-180-I of the Commercial Code, options entitling the holder to subscribe for new shares to be issued by the Company as part of a capital increase or to purchase existing shares of the Company resulting from buybacks conducted under the conditions provided for by law (the "Options"), it being specified that: the number of Options granted pursuant to this authorization may not entitle the holder to purchase or subscribe for more than 3% of the number of shares comprising the share capital on the date the Board of Directors decides to implement this authorization, The total number of shares that may be subscribed for upon exercise of granted but unexercised stock options may never exceed one-third of the share capital. The purchase or subscription price per share shall be set by the Board of Directors on the date the Option is granted within the limits provided for by law and this resolution, and may not be less than 95% of the average of the prices quoted during the twenty trading sessions preceding the date of the Board of Directors' decision to grant the Options, rounded down to the nearest euro, nor, in the case of call options, 80% of the average purchase price of the shares held by the Company, rounded down to the nearest euro. The price set for the subscription or purchase of the shares to which the Options entitle the holder may not be modified during the term of the Options; provided, however, that if the Company were to carry out any of the transactions referred to in Article L. 225-181 of the Commercial Code, it must take the necessary measures to protect the interests of the Option beneficiaries under the conditions set forth in Article L. 228-99 of the French Commercial Code. In the event that it is necessary to make the adjustment provided for in Article L. 228-99(3) of the French Commercial Code, the adjustment shall be made by applying the method provided for in Article R. 228-91 of the French Commercial Code, it being specified that the value of the preemptive subscription right, as well as the value of the share prior to the detachment of the subscription right, would, if necessary, be determined by the Board of Directors based on the subscription, exchange, or sale price per share used in the most recent transaction involving the Company's capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding the meeting of said board, or, in the absence of such a transaction during that period, based on any other financial parameter deemed relevant by the Board of Directors (and which shall be validated by the Company's statutory auditors). In the event of the issuance of new equity securities or new securities giving access to the capital, as well as in the event of a merger or demerger of the Company, the Board of Directors may suspend, if necessary, the exercise of the Options. We ask that you set the term of validity of the Options at ten (10) years from the date of their grant, provided, however, that this period may be reduced by the Board of Directors for beneficiaries residing in a given country to the extent necessary to comply with the laws of said country. All powers would be granted to the Board to implement this authorization in accordance with the terms of the resolution submitted for your approval. This authorization would be granted for a term of thirty-eight (38) months from today and would terminate any prior authorization granted for the same purpose. Delegation of authority to be granted to the Board of Directors to issue stock subscription warrants (the " BSA" ) ( 20th resolution) We propose that you delegate to the Board of Directors the authority to issue, on one or more occasions, warrants for ordinary shares (the "Warrants"), each entitling the holder to subscribe for one (1) ordinary share of the Company. We therefore ask you to set the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation, which may not exceed 3% of the number of shares comprising the share capital on the date the Board of Directors decides to implement this delegation. The issue price of a Warrant will be determined by the Board of Directors on the date of issuance of said Warrant based on the Warrant's characteristics, with the assistance of an independent expert. In connection with this authorization, we ask that you waive, for these Warrants, the shareholders' preemptive subscription right, as the Warrants may only be granted to the following category of beneficiaries: members and non-voting members of the Company's Board of Directors in office on the date of allocation of the Warrants who are not employees or officers of the Company or any of its subsidiaries, or persons bound by a service or consulting agreement with the Company or one of its subsidiaries, or members of any committee established by the Board of Directors or that the Board of Directors may establish in the future who are not employees or officers of the Company or any of its subsidiaries, any company controlled exclusively by one of the persons referred to in (i) through (iv) above (the "Beneficiaries"). Each Warrant shall entitle the holder to subscribe, on the terms set forth below, for one common share at an exercise price determined by the Board of Directors on the date of grant of the Warrants, at least equal to the volume-weighted average of the closing prices for the three (3) trading sessions preceding the date of the Board of Directors' decision to grant the Warrants on the Euronext Growth market in Paris. This decision entails, for the benefit of the beneficiaries, an express waiver by the shareholders of their preemptive subscription rights to the common shares to which the Warrants entitle the holders. The Company would be authorized to require the holders of the Warrants to redeem or repurchase their rights as stipulated in Article L. 228-102 of the French Commercial Code. Full powers would be granted to the Board of Directors to implement this delegation, in accordance with the terms of the resolution submitted for your approval. This delegation would be granted for a period of eighteen (18) months from the date of this meeting and would terminate any prior delegation having the same purpose. Amendments to the Articles of Association ( 21st and 22nd resolutions) 7.2. Amendment of the statutory threshold crossing percentage to increase it from 3% to 5%-corresponding amendment to Article 8.3 of the Articles of Association ( 21st resolution) We propose to amend the statutory threshold percentage to increase it from 3% to 5% and, consequently, to amend Article 8.3 of the Articles of Association. Indeed, it has become apparent to your Board that the 3% threshold was too low and results in shareholders whose holdings fluctuate constantly being required to make multiple notifications. The 5% threshold also appears to be more in line with current practice. The text of the amended Article 8.3 is set forth in the 21st resolution submitted for your approval. Amendment of Article 19 of the Articles of Association to bring it into compliance with new legal and regulatory provisions ( 22nd resolution) We propose amending Article 19 of the Articles of Association to bring it into compliance with the provisions of Articles R. 225-63 and R. 22-10-28 of the Commercial Code, as amended by Decree No. 2026-94 of February 13, 2026, in order to: remove the requirement for prior consent from registered shareholders for electronic notice of meetings, this provision applying to meetings convened on or after July 1 , 2026, and to extend the deadline for shareholders to be registered in the share register from two (2) to five (5) business days prior to the date of the general meeting. The text of the amended Article 19 is set forth in the 22nd resolution submitted for your approval. Authorization granted to the Board of Directors to increase the Company's share capital through the issuance of shares and securities conferring ownership interests in the Company to employees participating in the company savings plan ( 23rd resolution) Finally, in accordance, in particular, with the provisions of Articles L. 3332-18 through L. 3332-24 of the Labor Code, and acting in accordance with the provisions of Articles L. 225-129-6 and L. 225-138-1 of the Commercial Code, we submit a resolution to you to delegate to the Board of Directors full authority to decide on an increase in the share capital, in one or more tranches, at the time and under the terms it shall determine, up to a maximum of 3% of the share capital, through the issuance of common shares or financial securities giving access to the Company's capital reserved for participants in a company savings plan (or any other plan whose participants, pursuant to Articles L. 3332-1 et seq. of the Labor Code or any similar law or regulation, would be entitled to a capital increase under equivalent conditions), established or to be established within the Company; provided that the above maximum nominal amount shall be increased by the securities issued to preserve the rights of holders of securities giving access to the capital in the future in accordance with the provisions of the Commercial Code. The subscription price of the shares shall be set in accordance with the provisions of Article L. 3332-20 of the Labor Code. The Board of Directors may provide for the free allocation of shares or financial securities giving access to the Company's capital, under the terms set forth in Article L. 3332-21 of the Labor Code. The terms and conditions of issuances of financial instruments giving access to the Company's capital will be determined by the Board of Directors in accordance with regulatory requirements. The Board of Directors shall have full authority to implement this delegation, with the power to subdelegate under the conditions provided for by law and subject to the conditions specified in the resolution submitted for your approval. However, your Board of Directors believes that such a proposal does not fall within the scope of the employee equity incentive policy followed by the Company and therefore suggests that you not adopt the resolution submitted for this purpose for your approval. It is under these circumstances that we ask you to vote on the resolutions, the text of which is proposed to you by your Board of Directors. The Board of Directors

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