Claranova : Avis de Convocation BALO - Nov 13, 2023 - Convening Notice - English version

1. Delegation of authority to the Board of Directors for the purpose of issuing securities through a capital increase in the event of a public exchange offer initiated by the Company
2. Authorization given to the Board of Directors to proceed with restricted free stock awards (attribution gratuite d'actions) granting existing shares and/or shares to be issued, entailing the waiver by shareholders of their preferential subscription right
3. Authorization given to the Board of Directors to proceed with one or more stock option grants to employees and/or officers of the Company and affiliated companies, entailing the waiver by shareholders of their preferential subscription rights to shares to be issued on exercise of the options
4. Setting the maximum amount of issues that may be carried out by virtue of the delegations of authority granted
5. Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities giving access to the capital, reserved for participants in a company stock ownership plan, with cancellation of preferential subscription rights in favor of the latter
6. Modification of Article 14 (Organization of the Board) of the Company's Articles of Association with a view to raising the age limit for the Chair of the Board of Directors to seventy-five (75).
7. Modification of Article 12.2 (Age limit - Term of office) of the Company's Articles of Association to limit the term of office of Directors to four (4) years.

Resolution B. added at the request of shareholders of the Company and not approved by the Board of Directors

B. Introduction of the "one share, one vote" principle in accordance with the option provided for in Article L. 22-10-46 of the French Commercial Code (Code de commerce) and corresponding amendment to Article 11.1 of the Company's Articles of Association

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

1. Renewal of Pierre Cesarini's term of office as Director
2. Renewal of Roger Bloxberg's term of office as Director
3. Appointment of Marc Goldberg as Director

Resolution 35 added at the request of a shareholder of the Company and approved by the Board of Directors

35. Appointment of Michele Anderson as an Independent Director

Resolutions C to J added at the request of shareholders of the Company and not approved by the Board of Directors

1. Termination of Pierre Cesarini's appointment as member of Claranova's Board of Directors
2. Termination of Roger Bloxberg's appointment as member of Claranova's Board of Directors
3. Termination of Viviane Chaine-Ribeiro's appointment as member of Claranova's Board of Directors
4. Appointment of Michael Dadoun as Director
5. Appointment of Daniel Assouline as an Observer (Non-Voting Member) of the Board of Directors
6. Appointment of Cyrille Crocquevieille as Director

1. Appointment of a new Independent Director

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

36. Powers for formalities

Shareholders' attention is drawn to the fact that the agenda and draft resolutions published in the preliminary convening notice published in Bulletin des Annonces Légales Obligatoires No. 128 of October 25, 2023 have been amended and completed in order to take into account certain adjustments decided by the Board of Directors on November 7, 2023 as well as the addition or amendment of certain resolutions submitted by certain shareholders. Based on the above, the draft resolutions to be submitted to the Annual General Meeting are those set out below.

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RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

FIRST RESOLUTION (Approval of corporate financial statements for the fiscal year ended June 30, 2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, and after considering the Board of Directors' management report and corporate governance report, as well as the statutory auditors' report on the annual financial statements,

approves the corporate financial statements for the fiscal year ended June 30, 2023, as presented to it, and the transactions reflected in these financial statements and summarized in these reports, showing a net accounting profit of €2,585,443.73.

approves the absence of expenses and charges referred to in Article 39-4 of the French General Tax Code.

SECOND RESOLUTION (Approval of the consolidated financial statements for the fiscal year ended June 30, 2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, after considering the Board of Directors' management report and corporate governance report, as well as the statutory auditors' report on the consolidated financial statements,

approves the consolidated financial statement for the fiscal year ended June 30, 2023, as presented to it, and the transactions reflected in

these financial statements and summarized in these reports, showing a net loss of €10,819,819.88.

THIRD RESOLUTION (Appropriation of net income for the fiscal year ended June 30, 2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

resolves, in accordance with the Board of Directors' proposal, to allocate the net income for the fiscal year ended June 30, 2023, i. e. an accounting profit of €2,585,443.73, in full to "Retained earnings", which will thus be decreased to an accumulated deficit of €118,870,567.80.

In accordance with Article 243 bis of the French General Tax Code, the General Meeting duly notes that no dividends have been paid in the past three fiscal years.

FOURTH RESOLUTION (Approval of the agreements governed by Articles L. 225-38 et seq. of the French Commercial Code)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, having read the statutory auditors' special report on the regulated agreements referred to in Articles L. 225-38et seq. of the French Commercial Code,

approves the conclusions of the statutory auditors' report prepared in accordance with Article L. 225-38 of the French Commercial Code on agreements subject to authorization and the agreements presented therein.

FIFTH RESOLUTION (Approval of the information on individual corporate officer compensation required by Article L. 22-10-9, paragraph I, of the French Commercial Code for FY 2022-2023)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having read Chapter 3 of the Company's FY 2022-2023 universal registration document, which constitutes the corporate governance report referred to in the last paragraph of Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34, I of the French Commercial Code, the information referred to in Article L. 22-10-9, I of the French Commercial Code presented therein.

SIXTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to Pierre Cesarini, Chairman of the Board of Directors)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34, II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to the Chairman of the Board of Directors as presented in accordance with Article L. 22-10-9 of said code.

SEVENTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to Pierre Cesarini, Chief Executive Officer)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34, II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to the Chief Executive Office as presented in accordance with Article L. 22-10-9 of said code.

EIGHTH RESOLUTION (Approval of fixed and variable components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to Xavier Rojo, the Deputy CEO)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-34, II of the French Commercial Code, the fixed, variable and exceptional components of total compensation and benefits of all kinds paid in or granted for the fiscal year ended June 30, 2023 to the Deputy CEO as presented in

accordance with Article L. 22-10-9 of said code.

NINTH RESOLUTION (Approval of the compensation policy for the Chair of the Board of Directors for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8, II of the French Commercial Code, the FY 2023-2024 compensation policy for the Chair of the Company's Board of Directors, as described in the Corporate Governance Report.

TENTH RESOLUTION (Approval of the compensation policy for the CEO for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8, II of the French Commercial Code, the Company's FY 2023-2024 compensation policy for the Company's Chief Executive Officer, as presented in the corporate governance report.

ELEVENTH RESOLUTION (Approval of the compensation policy for the Deputy CEO for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8 II, of the French Commercial Code, the Company's FY 2023-2024 compensation policy for the Company's Deputy Chief Executive Officer, as presented in the corporate governance report.

TWELFTH RESOLUTION (Approval of the compensation policy for non-executive officers of the Company for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the Company's FY 2023-2024 compensation policy for the Company's non-executive officers, as presented in the corporate governance report.

THIRTEENTH RESOLUTION (Determination of the amount of total compensation of directors for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

after considering Chapter 3 of the Company's 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code,

decides to set, as from the FY 2023-2024, the maximum annual fixed compensation provided for in Article L. 225-45 of the French Commercial Code to be allocated to the directors as members of the Board, at €320,000, and this until otherwise decided.

FOURTEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital of the Company through the capitalization of reserves, retained earnings or other items)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

in accordance with the provisions of Articles L. 225-129-2et seq., L. 22-10-50 and L.228-92 of the French Commercial Code,

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the articles of association, its authority to proceed, on one or more occasions with capital increases, in proportions and at such times of its choosing, through the capitalization of reserves, earnings or additional paid-in capital or other amounts eligible for capitalization by law or the provisions of the articles of association, in the form of a grant of restricted free stock units (attribution d'actions gratuites) or an increase in the nominal value

of existing shares, or by combination of these two methods;

resolves that the maximum nominal amount of capital increases that may be carried out, immediately or in the future, pursuant to this

delegation of authority is set at €50,000,000, whereby it is specified that:

• this amount will be increased, as necessary, by the nominal amount of shares to be issued, in accordance with the law, and, as necessary, applicable contractual provisions, to preserve the rights of holders of securities and other rights giving access to the company's capital;
• the nominal amount of the capital increases that may be carried out under this resolution will not be included within the overall ceiling set by the 28st resolution of this general meeting;

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub -delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

• determine the dates and conditions of the issues;
• set the amount and the nature of the amounts to be capitalized, set the number of new shares to be issued and/or the amount by which the nominal amount of existing shares comprising the share capital will be increased;
• set the date, even retroactively, as from which the new shares will carry dividend rights or the effective date of the increase in the nominal value of the shares;
• decide in the case of the award of free restricted stock units (actions gratuites), (i) that the fractional rights shall not be negotiable and the corresponding shares will be sold; the proceeds of said sales will be allocated to the holders of such rights in accordance with the conditions provided for by regulation (ii) that the shares that would be granted on the basis of existing shares carrying a double voting right will benefit from this right upon issuance (iii) to make all adjustments in order to take into account the impact of corporate actions affecting the Company's capital or shareholders' equity and set the procedures according to which, as applicable, the rights of holders of securities giving access to the capital or beneficiaries of subscription or purchase options or restricted free stock units (attribution gratuite d'actions) will be preserved;
• record completion of the capital increase(s), amend the articles of association in consequence and carry out all necessary formalities; and
• and in general, take all measures and perform all formalities useful for the issue, the listing of the securities and the agency agreement for the servicing of securities issued under this authority as well as for the exercise of rights attached to the securities;

resolves that this delegation of authority will be valid for a period of twenty-six (26) months as from the date of this general meeting;

duly notes that this delegation of authority supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose;

duly notes that, if the Board of Directors uses the delegation of authority granted under this resolution, it will report to the next ordinary general meeting, as required by laws and regulations, on the uses made of authorizations granted herein.

FIFTEENTH RESOLUTION (authorization granted to the Board of Directors to trade in the Company's shares)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings,

having considered the Board of Directors' report,

in accordance with the provisions of Articles L. 225-206et seq. and L. 22-10-62et seq. of the French Commercial Code, the provisions of Articles 241-1 to 241-7 of the General Regulations of the French Financial Market Authority (Autorité des Marchés Financiers or "AMF") and the provisions of European Regulation (EU) No. 596/2014 of April 16, 2014 on market abuse,

authorizes the Board of Directors, with the power of sub-delegation to the CEO or the Deputy CEO, to buy or sell shares of the Company as part of a share buyback program;

resolves that this authorization is intended for the purpose of:

• maintaining an orderly market in the company's shares under a liquidity contract entered into with an investment services provider that complies with the Conduct of Business Rules recognized by the AMF;
• implementation of any Company stock option plan governed by the provisions of Articles L. 225-177et seq. of the French Commercial Code, or any similar plan whose purpose is compatible with applicable laws and regulations;
• the grant or sale of shares to employees and/or corporate officers of the Company or affiliated companies, under the terms and according to the methods provided by law, and notably with respect to the French statutory profit-sharing scheme;
• the retention of shares and their subsequent remittance in payment or exchange for future acquisitions, mergers, demergers or contribution transactions, occurring at the level of the Company or, where allowed by applicable regulation, of the companies that it controls;
• their use in any transaction to hedge the Company's commitments involving financial instruments notably covering changes in the Company's share price;

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• the delivery of shares on the exercise of rights attached to securities granting access, immediately or in the future, by redemption, conversion, exchange, presentation of a warrant or any other means of awarding Company shares, and the performance of all hedging transactions relating to the issue of such securities, under the terms stipulated by the market authorities and at the times the Board of Directors sees fit;
• the cancellation of some or all of the shares through a share capital reduction (notably for the purpose of optimizing cash management, return on equity or earnings per share); and
• the implementation of any market practice accepted or that may be accepted by the AMF and, more generally, carrying out of any transaction complying with prevailing regulations;

duly notes that the maximum number of shares that may be bought back by the Company under this resolution may not exceed 10% of the

shares comprising the Company's share capital at any time, this percentage being adjusted for transactions impacting the share capital and

performed after this General Meeting, it being specified that when shares are repurchased in connection with a liquidity agreement, the number of shares taken into account in calculating the above 10% limit will be the number of shares purchased minus the number of shares resold during the authorization period;

resolves that, in accordance with the law, the number of shares that may be purchased by the Company with a view to their retention and subsequent remittance in payment or exchange in connection with an acquisition, merger, demerger or contribution, may not exceed 5 % of its share capital;

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

decides that the maximum purchase price per share shall not exceed €20 (excluding acquisition costs), subject to adjustments to take into

account the impact of new corporate actions by the Company, and notably in the event of a change in the par value of the share, a share capital increase by capitalizing reserves, a restricted free stock unit award (attribution gratuite d'actions), a stock split or reverse stock split, a distribution of reserves or any other assets, a share capital redemption, or any other transaction impacting the share capital, within the limit

of a maximum amount which may be paid by the Company in connection with this authorization equal to €50,000,000.

delegates to the Board of Directors, in the event of a change in the par value of the share, a share capital increase by capitalizing reserves, a free share grant, a stock split or reverse stock split, a distribution of reserves or any other assets, a share capital redemption, or any other transaction impacting the share capital, the power to adjust the above purchase price to take account the impact of such transactions on the value of the shares.

grants full powers to the Board of Directors, with the power of sub-delegation to the Chief Executive Officer or the Deputy CEO, to:

• assess the appropriateness of launching a share buyback program;
• determine the terms and conditions of the share buyback program, including in particular the price of the shares purchased within the limits set by this decision of the General Meeting;
• carry out by any means the acquisition, sale or transfer of these shares and place all orders on the stock exchange;
• enter into all agreements, liquidity agreements option contracts, submit all declarations to the Autorité des Marchés Financiers (AMF) and any other such entity;
• allocate or reallocate the shares thus acquired to the various objectives defined under the conditions provided for in this decision of the General Meeting;
• prepare and publish the official notice announcing the implementation of the share buyback program; and
• more generally, do all that is useful or necessary to execute and implement this decision;

resolves that this authorization is granted for a maximum period of eighteen (18) months as from the date of this General Meeting;

duly notes that this authorization supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose.

RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING

SIXTEENTH RESOLUTION (Authorization to be granted to the Board of Directors to reduce the Company's share capital by cancellation

of own shares)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings,

after considering the (i) Board of Directors' report and (ii) the statutory auditors' special report,

subject to adoption of the above 15th resolution,

and in accordance with the provisions of Articles L. 22-10-62et seq. and L. 225-213 of the French Commercial Code,

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the Articles of Association, its

power to decide to cancel, on one or more occasions, within the limit of 10 % of the Company's share capital per twenty -four (24) month

period, all or part of the shares acquired and own shares held by the Company and to reduce the share capital by the corresponding amount, it being recalled that this percentage applies to the share capital amount adjusted for transactions impacting the share capital and performed after this General Meeting;

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number of shares owned by them at that time;

• the Board of Directors may, in accordance with Article L. 225-133 of the French Commercial Code, grant shares subject to reduction (à titre réductible) to shareholders having subscribed for shares in excess of those available on a preferential basis on an irreducible basis, in proportion to the subscription rights they possess and within the limits of their demand;
• in accordance with Article L. 225-134 of the French Commercial Code, if subscriptions for new shares subject to reduction, and as the case may be, those available on irreducible basis, should fail to account for the entire issue, the Board of Directors may use the different options provided by law in the order series fit, including public offerings in France and/or other countries;

resolves that the issuance of warrants for shares of the Company may be executed by subscription offers, as well as by grants to owners of existing shares without consideration;

resolves that if warrants are granted without consideration, the Board of Directors will have the option of deciding that allotment rights forming fractional shares shall not be negotiable and that the corresponding security shall be sold;

duly notes shall that this delegation of authority automatically constitutes a waiver by operation of law of shareholders' preferential subscription rights to the Company's ordinary shares to which they would be entitled based on these securities issued under this delegation.

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub -delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

• set the amount of the issue(s) which may be executed on the basis of this delegation of authority, and determine in particular, the issue price, dates, the timetable, the procedures and conditions for subscription, payment, delivery and dividend rights and the date of record for the securities, in accordance with applicable laws and regulations;
• set the terms for exercising any rights attached to shares or to securities giving access to the capital, determine the terms, where applicable, for the exercise of rights, notably the terms for the exercise of conversion, exchange and redemption rights, including by delivery of Company assets such as shares or securities already issued by the Company; and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;
• receive subscription orders and the corresponding payments, record completion of capital increases to reflect the amount of shares actually subscribed and amend the articles of association in consequence;
• at its sole discretion, offset share issue costs against the related premiums and deduct from these issue premiums the amounts necessary to bring the legal reserve to one-tenth of the new share capital after each share capital increase;
• enter into any agreement for the purpose of ensuring the success of any issue, to carry out on one or more occasions, in proportions and at such times it considers appropriate, in France and/or, as applicable, in other countries, the aforementioned issues;
• set and make all adjustments for the purpose of taking into account the impact of transactions in the Company's share capital, notably a change in the share's par value, a share capital increase by capitalizing reserves, a grant of restricted free share units (attribution gratuite d'actions or free shares), a stock split or reverse split, a distribution of reserves or any other assets, a share capital redemption or any other transaction impacting equity and set the terms enabling the preservation, where applicable, of the rights of holders of securities granting access to the share capital,
• and, in general, take all measures and perform all formalities useful for the issue, the listing of the securities and the agency agreement for the servicing of securities issued under this authority as well as for the exercise of rights attached to the securities; and
• furthermore, in the event of an issue of debt securities giving access to the share capital of the Company, decide on whether such issues will be subordinated or not, fix their interest rates and the conditions of payment of the interest, their duration that can be limited or unlimited, the fixed or variable redemption price with or without premium, the methods of redemption according, in particular, to market conditions and the conditions under which these securities shall give the right to shares of Company and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;

resolves that this delegation of authority will be valid for a period of twenty-six (26) months as from the date of this general meeting;

duly notes that this delegation of authority supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose;

duly notes that if the Board of Directors uses the authorization granted under this resolution, it will report to the next ordinary general meeting, as required by laws and regulations, on the uses made of authorizations granted herein.

EIGHTEENTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities, with the cancellation of the preferential subscription right, through a public offering and with an option to grant a priority right)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings,

after considering the (i) Board of Directors' report and (ii) the statutory auditors' special report,

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resolves that the offering(s), decided by virtue of this resolution, may be included, as part of the same issue or several issues carried out at the same time, with one or more offers covered by Article L. 411-2 of the French Monetary and Financial Code, decided in application of the 18th resolution;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub -delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

• set the amount of the issue(s) which may be executed on the basis of this delegation of authority, and determine in particular, the issue price, dates, the timetable, the procedures and conditions for subscription, payment, delivery and dividend rights and the date of record for the securities, in accordance with applicable laws and regulations;
• set the terms for exercising any rights attached to shares or to securities giving access to the capital, determine the terms, where applicable, for the exercise of rights, notably the terms for the exercise of conversion, exchange and redemption rights, including by delivery of Company assets such as shares or securities already issued by the Company; and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;
• receive subscription orders and the corresponding payments, record completion of capital increases to reflect the amount of shares actually subscribed and amend the articles of association in consequence;
• at its sole discretion, offset share issue costs against the related premiums and deduct from these issue premiums the amounts necessary to bring the legal reserve to one-tenth of the new share capital after each share capital increase;
• enter into any agreement for the purpose of ensuring the success of any issue, to carry out on one or more occasions, in proportions and at such times it considers appropriate, in France and/or, as applicable, in other countries, the aforementioned issues;
• set and make all adjustments for the purpose of taking into account the impact of transactions in the Company's share capital, notably a change in the share's par value, a share capital increase by capitalizing reserves, a grant of restricted free share units (attribution gratuite d'actions or free shares), a stock split or reverse split, a distribution of reserves or any other assets, a share capital redemption or any other transaction impacting equity and set the terms enabling the preservation, where applicable, of the rights of holders of securities granting access to the share capital,
• furthermore, in the event of an issue of debt securities giving access to the share capital of the Company, decide whether such issues will be subordinated or not, set their interest rates and the conditions of payment of the interest, their duration that can be limited or unlimited, their fixed or variable redemption price with or without premium, the methods of redemption according, in particular, to market conditions and the conditions under which these securities shall give the right to shares of Company;
• provide for the ability to suspend the exercise of rights attached to the securities issued in accordance with legal and regulatory provisions;
• in the event of an issue of securities intended as consideration for securities contributed to the Company in connection with a public tender offer with an exchange component (public exchange offer), establish a list of securities contributed to the exchange, set the conditions of the issue, the exchange ratio and the amount of any cash portion to be paid (without applying the above method for determining the price), and determine the terms of the issue in connection with a public exchange offer, or an alternative cash or exchange offer, or a single offer to purchase or exchange the securities in question in return for payment in securities and cash, or a principal public cash offer or public exchange offer accompanied by a subsidiary public exchange offer or public cash offer, or any other form of public tender offer in compliance with the laws and regulations applicable to said public tender offer;
• and in general, take all measures and perform all formalities useful for the issue, the listing of the securities and the agency agreement for the servicing of securities issued under this authority as well as for the exercise of rights attached to the securities;

resolves that this delegation of authority will be valid for a period of twenty-six (26) months as from the date of this general meeting;

duly notes that this delegation of authority supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose;

duly notes that, if the Board of Directors uses the delegation of authority granted under this resolution, it will report to the next ordinary general meeting, as required by laws and regulations, on the uses made of authorizations granted herein.

NINETEENTH RESOLUTION (Delegation of authority to the Board of Directors to issue debt securities giving access to the capital of subsidiaries of the Company and/or of any other company affiliated thereto (to be used outside periods of public offerings))

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings,

having considered the Board of Directors' report,

and in accordance with the provisions of Articles L. 225-129et seq. of the French Commercial Code, and notably Article L. 225-129-2 as well as the provisions of Articles L. 228-91et seq. of said Code (notably Article L. 228-93),

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law, its authority to decide to issue, on one or more occasions, in France or in other countries, in amounts and at such times it chooses, either in euros or in another currency, or in any other monetary unit established by reference to several currencies, debt securities giving access or likely to give access to equity securities to be issued by companies in which the Company holds directly or indirectly, at the issue date, whereby these securities may also give access to existing equity securities and/or entitle their holders to receive debt securities of the Company and/or companies in which the Company directly or indirectly holds more than half of the share capital at the issue date, and/or of any other company in which the Company does not directly or indirectly hold more than half of the share capital at the issue date, either by public offering, with the exception of the example

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