Mauna Kea Technologies : AGM 2026 – Resolutions

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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 Paris Trade Register COMBINED SHAREHOLDERS' MEETING OF JUNE 4, 2026 TEXT OF THE RESOLUTIONS First Resolution Approval of the company's financial statements for the fiscal year ended December 31, 2025 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors' management report and the statutory auditor's report, approves the parent company financial statements for the fiscal year ended December 31, 2025, as presented to it, as well as the transactions reflected in these statements or summarized in these reports approves , pursuant to Article 223-4 of the General Tax Code, the expenses and charges referred to in Article 39-4 of said Code, which amount to 5,853 euros. Second Resolution Approval of the consolidated financial statements for the fiscal year ended December 31, 2025 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Group management report and the independent auditor's report on the consolidated financial statements for the fiscal year ended December 31, 2025, approves the consolidated financial statements for the fiscal year ended December 31, 2025, as presented to it, as well as the transactions reflected in these financial statements and summarized in these reports. Third Resolution Allocation of net income for the fiscal year ended December 31, 2025 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors' management report, noting that the financial statements for the fiscal year ended December 31, 2025 show a profit of 7,813,454.68 euros, resolves to allocate the entire profit to the "retained earnings" account, notes , in accordance with the provisions of Article 243 bis of the General Tax Code, that no dividends were distributed for the last three fiscal years. Fourth Resolution Renewal of Mr. Alexandre Loiseau's term of office as a member of the Board of Directors The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the report of the Board of Directors, noting that Mr. Alexandre Loiseau's term as a director expires at the conclusion of this meeting, resolves to renew Mr. Alexandre Loiseau's term as a director for a period of two (2) years expiring at the conclusion of the annual ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027. Mr. Alexandre Loiseau has already accepted the renewal of his term. Fifth resolution Renewal of Mr. Christopher McFadden's term as a member of the Board of Directors The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the report of the Board of Directors, noting that Mr. Christopher McFadden's term as a director expires at the conclusion of this meeting, resolves to renew Mr. Christopher McFadden's term as a director for a period of two (2) years, expiring at the conclusion of the annual ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027. Mr. Christopher McFadden has already accepted the renewal of his term. Sixth resolution Renewal of Ms. Molly O'Neill's term as a member of the Board of Directors The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the report of the Board of Directors, noting that Ms. Molly O'Neill's term as a director expires at the conclusion of this meeting, resolves to renew Ms. Molly O'Neill's term as a director for a period of two (2) years, expiring at the conclusion of the annual ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027. Ms. Molly O'Neill has already accepted the renewal of her term. Seventh resolution Appointment of a new director (Mr. Richard di Benedetto) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having taken note of the report of the Board of Directors, appoints Mr. Richard di Benedetto as a new director for a term of two (2) years, expiring at the conclusion of the annual ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027, to replace Ms. Claire Biot, whose term as director expires at the conclusion of this general meeting. Mr. Richard di Benedetto has already declared his acceptance of the position of director, should it be conferred upon him, and has declared that he does not hold, in other companies, any office that would prevent him from accepting said position. Eighth resolution Appointment of a new director (Mr. Randall Stanicky) The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the report of the Board of Directors, appoints Mr. Randall Stanicky as a new director for a term of two (2) years, expiring at the conclusion of the annual ordinary general meeting of shareholders called to approve the financial statements for the fiscal year ending December 31, 2027, to replace Ms. Jacquelien Ten Dam, whose term as director expires at the conclusion of this general meeting. Mr. Randall Stanicky has already declared his acceptance of the position of director, should it be conferred upon him, and has declared that he does not hold any position in other companies that would prevent him from accepting said position. Ninth Resolution Appointment of a new director (Ms. Elsy Boglioli Hofman) The general meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, Having reviewed the report of the Board of Directors, appoints Ms. Elsy Boglioli Hofman as a new director for a term 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. Ms. Elsy Boglioli Hofman has already declared her acceptance of the position of director, should it be conferred upon her, and has declared that she does not hold, in other companies, any office that would prevent her from accepting said position. Tenth Resolution Approval of the 2025 Stock Option Plan adopted by the Board of Directors on September 9, 2025 The General Meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, having reviewed the Board of Directors' management report, approves the 2025 Stock Option Plan adopted by the Board of Directors at its meeting on September 9, 2025. Eleventh Resolution Authorization to be granted to the Board of Directors for the Company to purchase its own shares The General Meeting, acting in accordance with the quorum and majority requirements of ordinary general meetings, having reviewed the report of the Board of Directors, authorizes the Board of Directors, with the power to subdelegate under the conditions provided for by law, to acquire, under the conditions set forth in Articles L. 22-10-62 et seq. of the Commercial Code and in Regulation (EU) No. 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, shares of the Company, resolves that the authorization may be used to: ensure the liquidity of the Company's shares under a liquidity agreement entered into with an investment services provider, in accordance with market practices approved by the French Financial Markets Authority (AMF) regarding share liquidity agreements; fulfilling obligations related to stock option programs, free share grants, employee savings plans, or other share allocations to employees and executives of the Company or its affiliated companies; deliver shares upon the exercise of rights attached to securities giving access to the capital; purchase shares for holding and subsequent delivery in exchange or as payment in connection with potential external growth transactions; grant consumer loans as part of the establishment of an equity financing facility (equity line , PACEO, or equivalent, notably through the issuance of warrants or bonds); cancel all or part of the shares thus repurchased; furthermore, generally, to act for any purpose that may be authorized by law or any market practice that may be accepted by the market authorities, it being understood that, in such a case, the Company would inform its shareholders by way of a press release; decides to set the maximum purchase price per share (excluding fees and commissions) at 5 euros, with an overall ceiling of 4,000,000 euros, it being understood that this purchase price shall be subject to any adjustments necessary to take into account capital transactions (in particular in the event of capitalization of reserves and free allocation of shares, or a stock split or reverse stock split) that may occur during the term of this authorization, notes that the maximum number of shares that may be purchased pursuant to this resolution may not, at any time, exceed 10% of the total number of shares, provided that (i) when shares are acquired for the purpose of enhancing the liquidity of the Company's shares, the number of shares taken into account for the calculation of this limit shall 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 delivering them in payment or in exchange in connection with a merger, spin-off, or contribution transaction, the number of shares acquired may not exceed 5% of the total number of shares, grants full powers to the Board of Directors, with the authority to subdelegate under the conditions provided by law, to place all stock exchange orders, sign all deeds of sale or transfer, enter into all agreements, all liquidity contracts, all option contracts, make all declarations, and complete all necessary formalities. resolves to set the term of this authorization at eighteen (18) months from the date of this meeting, which terminates any prior authorization having the same purpose. Twelfth Resolution Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, authorizes the Board of Directors, in accordance with Article L. 22-10-62 of the Commercial Code, to cancel, in one or more installments, up to a maximum of 10% of the share capital in periods of twenty-four (24) months, all or part of the shares acquired by the Company and to proceed, to the corresponding extent, with a reduction of the share capital, it being specified that this limit applies to an amount of the share capital that will, if necessary, be adjusted to take into account transactions that would affect it after the date of this meeting, resolves that any excess of the purchase price of the shares over their par value shall be credited to the issued capital, merger, or contribution premiums or to any available reserve, including the legal reserve, provided that the latter does not fall below 10% of the Company's share capital following the completion of the capital reduction, grants full powers to the Board of Directors, with the authority to subdelegate under the conditions provided by law, to carry out the capital reduction by canceling shares, to determine the final amount of the capital reduction, to set its terms and conditions, and to record its completion, and, more generally, to perform all acts, formalities, or declarations necessary to finalize the capital reduction(s) that may be carried out pursuant to this authorization and to amend the Company's Articles of Association accordingly, resolves that this authorization is granted for a period of eighteen (18) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior authorization having the same purpose. ‌Thirteenth Resolution 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, while maintaining shareholders' preemptive subscription rights The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with the provisions of Articles L. 225-129 et seq. of the Commercial Code, and, in particular, Articles L. 225-129 through L. 225-129-6, L. 225-132, L. 225-133, L. 225-134, L. 228-91, L. 228-92, and L. 228-93 of the of Commerce, and Article L. 22-10-49 of the Commercial Code, delegates to the Board of Directors, with the authority to subdelegate in accordance with the law, the power to decide to issue, on one or more occasions, in the proportions and at the times it deems appropriate, in France or abroad, of the Company's common stock 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 or of any company that directly or indirectly owns more than half of its capital or in which it directly or indirectly owns more than half of the capital, such securities may be issued in euros, in foreign currency, or in any monetary units established by reference to multiple currencies at the discretion of the Board of Directors, and may be paid up in cash, including by set-off of claims, resolves that the securities thus issued may consist of debt securities, be associated with the issuance of such securities, or permit their issuance as intermediate securities, resolves that shareholders shall have, in proportion to the amount of their shares, a preemptive right to subscribe for the common shares or securities that may be issued pursuant to this delegation, grants the Board of Directors the authority to grant shareholders the right to subscribe, on a reducible basis, for a greater number of shares or securities than they would be entitled to subscribe for on an irreducible basis, in proportion to the rights they hold and, in any event, within the limits of their request, resolves that the maximum nominal amount of capital increases that may be carried out pursuant to this delegation is set at 3,863,513 euros, provided that: this amount shall be deducted from the overall ceiling provided for in the Seventeenth resolution below, to this ceiling shall be added, if applicable, the par value of the shares to be issued to preserve, in accordance with the law and, where applicable, the applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital, resolves to set at 30,000,000 euros (or the equivalent value of this amount in the event of issuance in another currency) the maximum nominal amount of debt securities that may be issued pursuant to this authorization, provided that: this amount shall be increased, if applicable, by any redemption premium above par, this amount will be counted toward the overall limit provided for in the Seventeenth resolution below, this ceiling does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3, of the Commercial Code, the issuance of which would be decided or authorized by the Board of Directors under the conditions provided for in Article L. 228-40 of the Commercial Code, or in other cases, under conditions to be determined by the Company in accordance with the provisions of Article L. 228-36-A of the Commercial Code, resolves that, if the irrevocable subscriptions and, where applicable, the revocable subscriptions have not fully subscribed to such an issue, the Board of Directors may, under the conditions provided for by law and in the order it determines, exercise one or the other of the options provided for in Article L. 225-134 of the Commercial Code, namely: limit the issue to the amount of subscriptions, provided that such subscriptions amount to at least three-quarters of the issue initially decided upon, freely allocate all or part of the unsubscribed securities among persons of its choice, and offer to the public, on the French or international market, all or part of the unsubscribed securities issued, resolves that issuances of the Company's stock subscription warrants may be carried out through a subscription offering, but also through a free allocation to holders of existing shares, resolves that, in the event of a free allocation of stock options, the Board shall have the authority to decide that fractional allocation rights shall not be negotiable and that the corresponding securities shall be sold, notes , as necessary, that this delegation automatically entails, for the benefit of the holders of any securities issued pursuant to this delegation, the shareholders' express waiver of their preemptive subscription rights to the shares to which such securities will entitle them, resolves that the Board of Directors shall have full authority, with the power to subdelegate under the conditions provided by law, to implement, under the conditions set forth by law and the Articles of Association, this delegation for the purpose, in particular, of: determine the dates, terms, and conditions of any issuance, as well as the form and characteristics of the shares or securities giving access to the capital to be issued, with or without a premium, to determine the amounts to be issued, the date of dividend entitlement (which may be retroactive) of the shares or securities giving access to the capital to be issued, the method of their payment, and, where applicable, the terms and conditions for exercising rights to exchange, convert, redeem, or otherwise allocate equity securities or securities giving access to the capital, to make any adjustments required pursuant to applicable laws or regulations and, where applicable, applicable contractual provisions, to protect the rights of holders of securities and other rights giving access to the Company's capital, and to suspend, if necessary, the exercise of the rights attached to such securities for a maximum period of three (3) months, resolves that the Board of Directors may: on its own initiative and when it deems it appropriate, to charge the costs, duties, and fees incurred by the capital increases carried out pursuant to the delegation referred to in this resolution against the amount of the premiums relating to such transactions and to deduct, from the amount of such premiums, the sums necessary to bring the legal reserve to one-tenth of the new capital, after each transaction, take any decision with a view to the admission of the securities and financial instruments thus issued to trading on the Euronext Growth market in Paris and, more generally, take all measures, enter into all commitments, and complete all formalities necessary for the successful completion of the proposed issuance, as well as to make the resulting capital increase definitive, and make the corresponding amendments to the Articles of Association, resolves that this delegation is granted for a term of twenty-six (26) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. Fourteenth Resolution 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 in favor of categories of persons meeting specific criteria (investors in the pharmaceutical or medical technology sectors, strategic, commercial, or financial partners, financial institutions) The general meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with the provisions of Articles L. 225-129 et seq. of the Commercial Code, and, in particular, Articles L. 225-129-2, L. 225-135, L. 225-138, and L. 228-91 et seq. of the Commercial Code, and Article L. 22-10-49 of the Commercial Code, delegates to the Board of Directors, with the authority to subdelegate in accordance with the law, the power to decide to issue, on one or more occasions, in such proportions and at such times as it deems appropriate, in France or abroad, in euros, in foreign currencies, or in any monetary unit established by reference to multiple currencies, of the Company's common stock 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 the Company's equity securities (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 owns more than half of the Company's capital or in which the Company directly or indirectly owns more than half of the capital, resolves that the securities thus issued may consist of debt securities, be associated with the issuance of such securities, or permit their issuance as intermediate securities, resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation may not exceed 3,863,513 euros, provided that: the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation shall be deducted from the overall ceiling provided for in the Seventeenth resolution below, to this ceiling shall be added, if applicable, the par value of the shares to be issued to preserve, in accordance with the law and, where applicable, the applicable contractual provisions, the rights of security holders and other rights giving access to the capital, resolves that the maximum nominal amount of debt securities that may be issued, immediately or in the future, pursuant to this authorization is set at 30,000,000 euros (or the equivalent amount in another currency in the event of issuance in a different currency), provided that: this amount shall be counted toward the overall limit provided for in the Seventeenth resolution below; this amount shall be increased, if applicable, by any redemption premium above par; and this ceiling does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3, of the Commercial Code, the issuance of which would be decided or authorized by the Board of Directors in accordance with Article L. 228-40 of the Commercial Code or, in other cases, under the conditions to be determined by the Company in accordance with the provisions of Article L. 228-36-A of the Commercial Code; resolves that the issue price of the shares that may be issued pursuant to this delegation shall be set by the Board of Directors and shall be at least equal to, at the Board of Directors' discretion, either the volume-weighted average share price on the last trading 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 date of determination, 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) 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 of setting the issue price of the securities), 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, resolves to cancel the shareholders' preemptive subscription rights 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 or persons may be shareholders of the Company at the time of the exercise of said delegation, 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 completion 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) of any 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 Company's share capital; takes note of the fact that this delegation automatically entails, for the benefit of the holders of securities giving access to the Company's capital that may be issued pursuant to this resolution, an express waiver by the shareholders of their preemptive subscription rights to the shares to which the securities will entitle them, resolves that the Board of Directors shall have full authority to implement this delegation, in particular to: determine the terms and conditions of the issue(s), determine the list of beneficiaries within the categories designated above, determine the number of securities to be allocated to each beneficiary, determine the amount to be issued, the issue price, and the amount of the premium that may, if applicable, be charged upon issuance, determine the dates and terms of the issuance, as well as the nature, form, and characteristics of the securities to be created, which may, in particular, take the form of subordinated or unsubordinated securities, with or without a fixed term, determine the method of payment for the shares and/or securities issued or to be issued, set, if applicable, the terms and conditions for exercising the rights attached to the securities issued or to be issued and, in particular, determine the date, even retroactive, from which the new shares will carry dividend rights, as well as all other terms and conditions for carrying out the issuance, suspend, if necessary, the exercise of rights attached to the securities issued for a maximum period of three (3) months, at its sole discretion, charge the costs of capital increases to the amount of the related premiums and deduct from that amount the sums necessary to bring the legal reserve to one-tenth of the new capital after each increase, record the completion of each capital increase and make the corresponding amendments to the articles of incorporation, make all necessary adjustments in accordance with legal provisions, and establish the terms and conditions under which, if applicable, the rights of holders of securities giving future access to the capital will be preserved, generally, to enter into any agreement, take any action, and complete any formalities necessary for the issuance and financial servicing of the securities issued pursuant to this delegation, as well as for the exercise of the rights attached thereto, and more generally to do whatever is necessary in this regard, resolves that this delegation is granted for a term of eighteen (18) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. Fifteenth Resolution 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 in favor of a category of persons meeting specific criteria in the case of an equity or bond financing facility The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with the provisions of Articles L. 225-129 et seq. of the Commercial Code, and, in particular, Articles L. 225-129-2, L. 225-135, L-225-138, and L. 228-91 et seq. of the Commercial Code, and Article L. 22-10-49 of the Commercial Code, delegates to the Board of Directors, with the power to subdelegate in accordance with legal requirements, its authority to decide on the issuance, 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 several currencies, of the Company's common shares 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 the Company's equity securities (including, in particular, stock options or share issue 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, resolves that the securities thus issued may consist of debt securities, be associated with the issuance of such securities, or permit their issuance as intermediate securities, resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation may not exceed 3,863,513 euros, provided that: the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation shall be deducted from the overall ceiling provided for in the Seventeenth resolution below, to this ceiling shall be added, if applicable, the par value of the shares to be issued to preserve, in accordance with the law and, where applicable, the applicable contractual provisions, the rights of security holders and other rights giving access to the capital, resolves that the maximum nominal amount of debt securities that may be issued, immediately or in the future, pursuant to this authorization is set at 30,000,000 euros (or the equivalent amount in another currency in the event of issuance in a different currency), provided that: this amount shall be counted toward the overall limit provided for in the Seventeenth resolution below; this amount shall be increased, if applicable, by any redemption premium above par; and this ceiling does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3, of the Commercial Code, the issuance of which would be decided or authorized by the Board of Directors in accordance with Article L. 228-40 of the Commercial Code or, in other cases, under the terms and conditions to be determined by the Company in accordance with the provisions of Article L. 228-36-A of the Commercial Code; resolves that the issue price of the shares that may be issued pursuant to this delegation shall be set by the Board of Directors and shall be at least equal to, at the Board of Directors' discretion, either the volume-weighted average share price on the last trading day preceding the setting of the issue price, possibly reduced by a maximum discount of 20%, or the volume-weighted average of the share prices over the twenty (20) trading sessions preceding the date of determination, 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) 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 of setting the issue price of the securities), 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, is at least equal to the aforementioned minimum amount, resolves to cancel the shareholders' preemptive subscription rights 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 or persons may be shareholders of the Company at the time of the exercise of said delegation, including the sole beneficiary or beneficiaries of the exercise of said delegation of authority): - any credit institution, any investment services provider, any 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), takes note of the fact that this authorization automatically entails, for the benefit of the holders of securities giving access to the Company's capital that may be issued pursuant to this resolution, an express waiver by the shareholders of their preemptive subscription rights to the shares to which such securities will entitle them, resolves that the Board of Directors shall have full authority to implement this delegation, in particular to: determine the terms and conditions of the issue(s), determine the list of beneficiaries within the categories designated above, determine the number of shares to be allocated to each beneficiary, determine the amount to be issued, the issue price, and the amount of the premium that may, if applicable, be charged upon issuance, determine the dates and terms of the issuance, as well as the nature, form, and characteristics of the securities to be created, which may, in particular, take the form of subordinated or non-subordinated securities, with or without a fixed term, determine the method of payment for the shares and/or securities issued or to be issued, determine, if applicable, the terms and conditions for exercising the rights attached to the securities issued or to be issued and, in particular, set the date-even retroactively-from which the new shares will carry dividend rights, as well as any other terms and conditions for carrying out the issuance, suspend, if necessary, the exercise of rights attached to the issued securities for a maximum period of three (3) months, at its sole discretion, charge the costs of capital increases to the amount of the related premiums and deduct from that amount the sums necessary to bring the legal reserve to one-tenth of the new capital after each increase, record the completion of each capital increase and make the corresponding amendments to the articles of incorporation, make all adjustments required in accordance with legal provisions, and establish the terms and conditions under which, if applicable, the rights of holders of securities giving future access to the capital will be preserved, in general, enter into any agreement, take any measures, and perform any formalities necessary for the issuance and financial servicing of such securities issued pursuant to this delegation, as well as for the exercise of the rights attached thereto, and more generally do whatever is necessary in this regard, resolves that this delegation is granted for a term of eighteen (18) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. ‌Sixteenth Resolution Delegation of authority 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 The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, 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, delegates to the Board of Directors its authority, with the power to subdelegate under the conditions provided by law, 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 to grant an over-allotment option in accordance with market practices, specifies that the nominal amount of any capital increase decided pursuant to this delegation in connection with capital increases of the Company, with or without preemptive subscription rights, decided pursuant to the resolutions of this meeting shall be deducted from the ceiling amount stipulated in the resolution pursuant to which theinitial issuance is decided and against the total ceiling amount referred to in the Seventeenth resolution below, to which shall be added, if applicable, the additional amount of any shares or securities that may be issued in excess, in order to preserve, in accordance with the law and, where applicable, the applicable contractual provisions, the rights of holders of securities and other rights giving access to the capital, resolves that this delegation is granted for a term of twenty-six (26) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. ‌Seventeenth Resolution Setting of overall limits on the amount of issuances made pursuant to the delegations granted The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors, resolves that: the maximum aggregate nominal amount of capital increases that may be carried out pursuant to the authorizations granted under the Thirteenth through Sixteenth Resolutions above shall not exceed 3,863,513 euros, it being specified that this ceiling shall be increased by the additional amount of shares to be issued to preserve, in accordance with applicable laws or regulations and, where applicable, applicable contractual provisions, the rights of holders of securities and other rights giving access to shares, the maximum aggregate nominal amount of debt securities that may be issued pursuant to the authorizations granted under the aforementioned resolutions is 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), it being specified that this ceiling does not apply to debt securities referred to in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3, of the French Commercial Code, the issuance of which is decided or authorized by the Board of Directors under the conditions stipulated in Article L. 228-40 of the French Commercial Code or, in other cases, under the conditions determined by the Company in accordance with the provisions of Article L. 228-36-A of the Commercial Code. Eighteenth Resolution 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 Commercial Code, for the benefit of corporate officers and employees of the Company and its subsidiaries, entailing the waiver by shareholders of their preemptive subscription rights The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with Articles L. 225-197-1 et seq. and L. 22-10-59 et seq. of the French Commercial Code, authorizes the Board of Directors to proceed, on one or more occasions, in accordance with Articles L. 225-197-1 and L. 225-197-2 of the French Commercial Code, to make free allocations of existing or to-be-issued common shares to the Company's salaried 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 Commercial Code, as well as to the benefit of 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, resolves that the maximum number of common shares granted and currently subject to a 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, provided 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, resolves that 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, it being understood that this period may not be less than one (1) year and that the Board of Directors may set a period during which the beneficiaries must retain said shares, provided 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, decides , notwithstanding the foregoing, that 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, and that said shares shall be freely transferable by the beneficiary concerned regardless of the aforementioned holding period, notes that, in the event of a bonus issue of new shares, this resolution shall result, as and when such shares are definitively allocated, in a capital increase through the capitalization of reserves, profits, or the share premium for the benefit of the recipients of such shares, and a corresponding waiver by the shareholders in favor of the recipients of such shares of their preemptive subscription rights to such shares, grants full powers to the Board of Directors to implement this resolution, with the authority to subdelegate within the limits and under the conditions specified above, for the purpose, in particular, of: determine whether the shares to be allocated are shares to be issued and/or existing shares, and modify its choice prior to the final allocation, determine the categories of beneficiaries of the allocation(s); freely determine the identity of the beneficiaries and the number of shares allocated to each of them, set the terms and conditions, the criteria for the allocation of shares, and, where applicable, the performance criteria; determine the amount of the allocation(s), the dates and terms of each, as well as the date-even retroactive-from which the issued securities will carry dividend rights; determine the final durations of the vesting period and the holding period for the shares within the limits set by law and the general meeting referred to above; record the shares granted free of charge in a registered account in the name of their holder, noting their restricted status and the duration of such restriction; establish a restricted reserve allocated to the rights of the beneficiaries in an amount equal to the total par value of the shares that may be issued through a capital increase, by drawing the necessary amounts from any reserves over which the Company has full discretion; make the necessary withdrawals from this restricted reserve to pay up the par value of the shares to be issued to their beneficiaries, and accordingly increase the share capital by the par value of the shares allocated; in the event of a capital increase, amend the articles of incorporation accordingly and carry out the resulting formalities; in the event of financial transactions covered by Article L. 228-99, first paragraph, of the Commercial Code during the vesting period, implement, if deemed appropriate, all measures necessary to preserve and adjust the rights of the recipients of shares in accordance with the terms and conditions set forth in said article; make any decision aimed at having the newly issued shares admitted to trading on the Euronext Growth market in Paris and/or on any other market on which the Company's shares may then be listed; in general, take all appropriate measures and perform all necessary formalities within the scope of this authorization; resolves that this authorization is granted for a term of thirty-eight (38) months from the date of this meeting and supersedes any prior authorization having the same purpose. Nineteenth Resolution 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 The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with Articles L. 225-177 et seq. of the French Commercial Code, authorizes the Board of Directors to grant, during the periods authorized by law, on one or more occasions, for 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 French 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 in accordance with the conditions provided for by law (the "Options"), it being specified that: the number of Options granted under 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 the stock options granted and not yet exercised may never exceed one-third of the share capital, resolves that 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, resolves that 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 provided for in Article L. 228-99 of the French Commercial Code, resolves that, in the event it becomes necessary to make the adjustment provided for in Article L. 228-99(3) of the French Commercial Code, such 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), resolves that 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, sets 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, grants full authority to the Board of Directors, within the limits set forth above, to: determine the identity of the beneficiaries of the stock purchase or subscription options as well as the number of Options to be granted to each of them; set the purchase and/or subscription price of the shares to which the Options entitle the holder within the limits of the aforementioned provisions, provided that the subscription price per share must exceed the share's par value; ensure that the number of stock subscription options granted by the Board of Directors is set such that the total number of stock subscription options granted and not yet exercised cannot entitle the holder to subscribe for a number of shares exceeding one-third of the share capital; determine the terms and conditions of the stock option or stock purchase plan and establish the conditions under which the Options will be granted, including, in particular, the exercise schedule for the granted Options, which may vary depending on the holders; provided that these conditions may include clauses prohibiting the immediate resale of all or part of the shares issued upon exercise of the Options, within the limits set by law; to acquire shares of the Company, if necessary, for the purpose of selling any shares to which the stock options entitle the holders; to carry out, either directly or through an agent, all acts and formalities necessary to finalize the capital increases that may be carried out pursuant to the authorization covered by this delegation; charge, if deemed necessary, the costs of capital increases to the amount of the premiums related to such increases and deduct from that amount the sums necessary to bring the legal reserve to one-tenth of the new capital following each increase; amend the articles of incorporation accordingly and, generally, do whatever is necessary; notes that, in accordance with the provisions of Article L. 225-178 of the French Commercial Code, this authorization automatically entails, for the benefit of the holders of the Stock Options, the shareholders' express waiver of their preemptive subscription rights to the new shares that may be issued as the Options are exercised, notes that the capital increase resulting from the exercise of Options shall be definitively effected solely by the filing of the option exercise notice, accompanied by the subscription form and the payment of the subscription price, which may be made in cash, including by set-off against claims against the Company, resolves that this authorization is granted for a term of thirty-eight (38) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior authorization having the same purpose. Twentieth Resolution Delegation of authority to be granted to the Board of Directors to issue and allocate warrants for ordinary shares, waiving shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, in accordance with Articles L. 225-129 et seq., L. 225-135, L. 225-138, and L. 228-92 et seq. of the French Commercial Code, delegates 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, resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this delegation may not exceed 3% of the share capital on the date the Board of Directors decides to implement this delegation, resolves that the issue price of a Warrant shall be determined by the Board of Directors on the date of issuance of said Warrant based on the characteristics thereof, with the assistance of an independent expert, resolves to waive, for these Warrants, the shareholders' preemptive subscription right, as the Warrants may only be allocated to the following category of beneficiaries: the 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 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"), decides that 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 over 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, notes that this resolution entails, for the benefit of the beneficiaries, the shareholders' express waiver of their preemptive subscription rights to the common shares to which the Warrants entitle holders, authorizes the Company 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, resolves that the Board of Directors shall have full authority to implement this delegation, with the power to subdelegate in accordance with legal requirements, within the limits and subject to the conditions specified above, for the purpose, in particular, of: issue the Warrants and determine their specific terms and conditions, including their term, provided that such term shall not exceed ten (10) years; set the subscription price of the Warrants as well as the exercise price of the Warrants; determine the list of Beneficiaries and the number of Warrants that may be subscribed to by each of them; determine the specific terms and conditions of the Warrants and their final terms, including the exercise schedule, provided that the terms may differ from one beneficiary to another; determine the terms and conditions for protecting the rights of Warrant holders; collect subscriptions for the Warrants and the related payments; ensure compliance with the conditions of validity and exercise of the Warrants; receive notices of exercise of the Warrants, record the resulting capital increases, and amend the Articles of Association accordingly; take all necessary measures to protect Warrant holders; make any decision aimed at having the shares issued following the exercise of the Warrants admitted to trading on the Euronext Growth market in Paris and/or on any other market on which the Company's shares may then be listed; and in general, take all appropriate measures and perform all necessary formalities within the scope of this delegation; resolves that this delegation is granted for a term of eighteen (18) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. Twenty-first resolution Amendment of the statutory threshold percentage to increase it from 3% to 5%-corresponding amendment to Article 8.3 of the Articles of Association The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors, resolves to amend the statutory threshold crossing percentage to increase it from 3% to 5% and, consequently, to amend Article 8.3 of the Articles of Association, which shall henceforth read as follows: "8.3. Any natural or legal person, acting alone or in concert, who comes to hold, in any manner whatsoever, within the meaning of Articles L. 233-7 et seq. of the Commercial Code, directly or indirectly, a fraction equal to five percent (5%) of the Company's capital or voting rights, must disclose to the Company the information referred to in Article L. 233-7-I of the Commercial Code (in particular, the total number of shares and voting rights held) by registered letter with acknowledgment of receipt, or by any other equivalent means for persons residing outside France, addressed to the registered office within four trading days of the threshold being crossed. This obligation also applies, under the conditions set forth above, whenever a new threshold of five percent (5%) of the Company's capital or voting rights is reached or exceeded, for any reason whatsoever. Any shareholder whose shareholding in the capital or voting rights falls below the threshold set forth above is also required to notify the Company within the same four trading days, in accordance with the same procedures. In the event of non-compliance with this provision and upon request by one or more shareholders holding at least five percent of the Company's capital or voting rights, the shares exceeding the portion that should have been declared shall be deprived of voting rights for any Shareholders' Meeting held until the expiration of a two-year period following the date of regularization of the notification." Resolution No. 22 Amendment of Article 19 of the Articles of Association to bring it into compliance with new legal and regulatory provisions The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors, resolves to amend 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: to remove the requirement for prior consent from registered shareholders for electronic notice of meetings, this provision being applicable 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, therefore resolves that Article 19 of the Articles of Association shall henceforth read as follows: "Article 19 - General Meetings General meetings shall be convened and held in accordance with the conditions set forth by law. When the company wishes to use electronic notification in lieu of postal mail, it must first obtain the consent of the shareholders concerned, who shall provide their email addresses. Meetings are held at the registered office or at any other location specified in the notice of meeting. The right to participate in meetings is governed by the applicable laws and regulations and is, in particular, subject to the securities being registered in the name of the shareholder or the intermediary acting on their behalf in the securities accounts as of midnight on the second to fifth business day preceding the meeting, Paris time, either in the registered securities accounts maintained by the Company or in the bearer securities accounts maintained by the authorized intermediary. […] ". The remainder of Article 19 remains unchanged. Twenty-third resolution Delegation to the Board of Directors to carry out a capital increase through the issuance of shares or securities giving access to the capital, reserved for participants in a company savings plan, with the cancellation of preemptive subscription rights in favor of such participants The General Meeting, acting in accordance with the quorum and majority requirements for extraordinary general meetings, having reviewed the report of the Board of Directors and the report of the statutory auditor, taking note of 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, delegates to the Board of Directors its authority, with the power to subdelegate in accordance with legal requirements, to decide on an increase in the share capital, in one or more tranches, at the time and under the terms it shall determine, by a maximum amount 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(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; it being specified 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, resolves that the subscription price of the shares shall be set in accordance with the provisions of Article L. 3332-20 of the Labor Code, resolves that this delegation entails the cancellation of shareholders' preemptive subscription rights to the new shares or securities to be issued in favor of the aforementioned beneficiaries, in the event that the capital increase provided for in the preceding paragraph is carried out, resolves that the Board of Directors may provide for the free allocation of shares or financial instruments giving access to the Company's capital, under the terms set forth in Article L. 3332-21 of the Labor Code, resolves that each capital increase shall be carried out only up to the amount of the common shares actually subscribed by the aforementioned beneficiaries, resolves that the terms and conditions of issues of financial instruments giving access to the Company's capital shall be determined by the Board of Directors in accordance with applicable regulations, grants full powers to the Board of Directors to implement this delegation and, in particular: to decide and set the terms and conditions for the issuance and allocation of shares or financial securities giving access to the capital, pursuant to this delegation; and in particular to set the subscription price in accordance with the rules defined above, the opening and closing dates for subscriptions, the dates on which dividends become payable (including retroactive dates), the payment deadlines for shares and, where applicable, financial securities giving access to the Company's capital, all within the legal limits; to record the completion of the capital increase(s) up to the amount of the shares or securities that will be effectively subscribed and to make the corresponding amendments to the Articles of Association; carry out, directly or through an agent, all transactions and formalities; and generally do whatever is useful and necessary for the final completion of the capital increase or successive capital increases; resolves that this delegation is granted for a term of eighteen (18) months from the date of this meeting and supersedes, to the extent applicable to its unused portion, any prior delegation having the same purpose. Twenty-fourth resolution Authorization for formalities The general meeting, acting in accordance with the quorum and majority requirements for ordinary general meetings, grants full powers to the bearer of an original, a copy, or an extract of these minutes to perform all filing, publication, and other formalities as may be required. -oo0oo-

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