Thales : AGM 15 May 2024 – Translation in English of draft resolutions (for convenience)

(English translation for convenience only)

THALES

COMBINED ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF 15 MAY 2024

DRAFT RESOLUTIONS

1. Ordinary resolutions

Resolution One (Approval of the consolidated financial statements for the 2023 financial year)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the financial year ended 31 December 2023, as drawn up and presented thereto, and which show a consolidated net profit, Group share of €1,023.4 million.

Resolution Two (Approval of the Company's financial statements for the 2023 financial year)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the parent company financial statements for the financial year ended 31 December 2023, as drawn up and presented thereto, and which show a net profit of €1,307.0 million.

In accordance with the provisions of Article 223 quater of the French Tax Code, the General Meeting approves in particular (i) the amount of non-deductible expenses (Article 39-4 of the French Tax Code) and (ii) the tax borne as a result of those expenses, as referred to in the Notes to these Financial Statements.

Resolution Three (Allocation of the parent company's earnings and calculation of the dividend at €3.40 per share for 2023)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, notes that distributable earnings include:

The General Meeting resolves to allocate these distributable earnings as follows:

• Distribution of a dividend of €3.40 per share on 210,210,140 shares

The General Meeting notes that, as an interim dividend of €0.80 per share was paid on 7 December 2023 and taken from retained earnings, the balance of the dividend to be paid amounts to €2.60 per share.

The ex-dividend date is 21 May 2024 and the balance of the dividend will be paid on 23 May 2024.

The amounts corresponding to dividends which, in accordance with the provisions of paragraph 4 of Article L. 225-210 of the French Commercial Code, were not paid on treasury shares, will be appropriated to retained earnings.

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For individuals residing in France who have not opted expressly, irrevocably and globally for taxation according to the progressive scale of the income tax, the dividend is subject to a flat tax rate (prélèvement forfaitaire unique or PFU) of 30%. For individuals domiciled in France who have exercised such an option, this dividend is subject to income tax according to the progressive scale for income tax and is eligible for the 40% reduction provided for in paragraph 2 of Article 158-3 of the French General Tax Code.

As required by law, information on the amount of dividends paid for the last three financial years is given below:

1. The dividend corresponds to the total amount of income distributed for the financial year. In case of option for the progressive income tax rate schedule, the whole dividend was eligible for the reduction provided for in paragraph 2 of Article 158-3 of the French General Tax Code.

Resolution Four (Ratification of the transfer of the registered office)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, pursuant to Article L. 225-36 of the French Commercial Code, having reviewed the report of the Board of Directors, ratifies the transfer of the registered office of the Company, as of 1st September 2023, from Tour Carpe Diem - Place des Corolles - Esplanade Nord (Courbevoie) (France), to 4 rue de la Verrerie in Meudon (Hauts de Seine) (France), decided by the Board of directors on 7 March 2023.

Resolution Five (Ratification of the co-optation of Mr Loïc Rocard as an "External director")

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the report of the Board of Directors, ratifies the co-optation decided by the Board of Directors on 28 September 2023, of Mr Loïc Rocard as an "External director", under the terms of the shareholders' agreement, to succeed Mr Philippe Knoche, for the remaining term of his mandate, i.e. until the end of the General Meeting called to approve the financial statements for the year ending 31 December 2023.

Resolution Six (Renewal of Mr Loïc Rocard as an "External director")

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the report of the Board of Directors, renews the mandate of Mr Loïc Rocard as an "External director", under the terms of the shareholders' agreement, for a term of 4 years, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2027.

Resolution Seven (Appointment of PricewaterhouseCoopers Audit as statutory auditor in charge of certifying sustainability information)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the report of the Board of Directors, appoints PricewaterhouseCoopers Audit, whose registered office is at 63 rue de Villiers, 92208 Neuilly-sur-Seine, as statutory auditor in charge of certifying sustainability information, for a term of 3 years from 2024, expiring at the end of the General Meeting called to approve the financial statements for the year ending 31 December 2026.

Resolution Eight (Approval of the 2023 compensation scheme paid or granted to Mr Patrice Caine, Chairman and Chief Executive Officer and sole executive corporate officer)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional items that make up the total compensation and benefits of all

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types paid during the 2023 financial year, or granted for the same financial year to Mr Patrice Caine, Chairman and Chief Executive Officer, as presented in the corporate governance report appearing in paragraph 4.4.1.1 of the 2023 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 15 May 2024.

Resolution Nine (Approval of information relating to the 2023 compensation of corporate officers)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, approves, pursuant to 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 as presented in the corporate governance report, paragraph 4.4.1 of the 2023 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 15 May 2024.

Resolution Ten (Approval of the compensation policy for the Chairman and Chief Executive Officer)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed 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 compensation policy for the Chairman and Chief Executive Officer as presented in the said report, appearing in paragraph 4.4.2.1 of the 2023 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 15 May 2024.

Resolution Eleven (Approval of the compensation policy for the directors and revaluation of the envelope allocated to them)

The General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, having reviewed 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 compensation policy for the directors, as presented in the said report appearing in paragraph

4.4.2.2 of the 2023 Universal Registration Document and repeated in the brochure convening the Combined Ordinary and Extraordinary General Meeting of 15 May 2024.

Consequently, the General Meeting, in accordance with Article L. 225-45 of the French Commercial Code, decides to increase, from the 2024 financial year, the annual envelope of directors' compensation from 600,000 euros to 1,200,000 euros.

Resolution Twelve (Authorisation granted to the Board of Directors to allow the Company to trade in its own shares, with a maximum purchase price of €190 per share)

Having reviewed the report of the Board of Directors, the General Meeting, deliberating under the quorum and majority conditions required for ordinary general meetings, authorizes the Board of Directors, with the option of subdelegation under the conditions set by law, in accordance with the provisions of Articles

1. 225-210et seq. and L. 22-10-62 et seq. of the French Commercial Code, to purchase or make purchase Company's shares, in particular with a view :

• to sell or allocate shares or rights attached to securities, particularly when share purchase options are exercised or existing shares are allocated for free, or when shares are sold and/or supplemented under an employee shareholding scheme transaction on existing shares, or in the event of allocations in any shape or form, to employees and executives of the Company and/or related companies, and to the Company's executive corporate officer, under the conditions defined by the applicable legal provisions in force;
• to retain shares for later use in connection with external growth transactions, mergers, demergers or contributions;
• to enable the operations of the Thales share market by an investment services provider under a liquidity contract that complies with market practice accepted by the French financial markets Authority (Autorité des marchés financiers - AMF);
• the cancellation of all or part of the shares thus repurchased.

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This program is also intended to enable the implementation of any market practice which may be accepted by the French financial markets Authority, and more generally, the carrying out of any other operation in compliance with the regulations in force, of which the Company will inform its shareholders by means of a press release.

Purchases of the Company's own shares may be made up to such an extent that, at the date of each purchase, the total number of shares purchased by the Company since the start of the buyback program (including those purchased under the buyback program) does not exceed 10% of the shares comprising the Company's share capital at that date (taking into account transactions affecting the share capital subsequent to the date of this General Meeting), i.e., for information purposes, a maximum of 21,021,014 shares as at December 31, 2023, it being specified that (i) the number of shares acquired with a view to their retention and subsequent delivery in connection with a merger, demerger or asset-for-share contribution may not exceed 5% of the Company's share capital, and that (ii) when shares are bought back to promote liquidity under the conditions defined by the general regulations of the Autorité des marchés financiers, the number of shares taken into account for the calculation of the 10% limit provided for above corresponds to the number of shares purchased, less the number of shares resold during the term of the authorization. In accordance with the law, the number of shares held on any given date may not exceed 10% of the Company's share capital at that date.

Shares may be acquired, sold or transferred at any time, within the limits authorized by the applicable laws and regulations, except during a public offering period, and by any means, notably on regulated markets, multilateral trading facilities, through systematic internalizers or over-the-counter, including by block purchases or sales, by public tender or exchange offers, or by the use of options or other forward financial instruments traded on regulated markets or multilateral trading facilities, through systematic internalizers or over-the-counter, or by delivery of shares following the issue of securities giving access to the Company's capital by conversion, exchange, redemption or exercise of a warrant, either directly or indirectly through an investment services provider or in any other way (without limiting the portion of the buyback program that may be carried out by any of these means), under the conditions stipulated by the market authorities and at such times as the Board of Directors or the person acting on behalf of the Board of Directors may deem appropriate.

The maximum purchase price of shares under this resolution will be 190 euros per share (or the equivalent value of this amount on the same date in any other currency or monetary unit established by reference to several currencies).The General Meeting delegates to the Board of Directors, in the event of a modification of the nominal value of the share, an increase in capital by incorporation of reserves, a free allocation of shares to shareholders, a division or regrouping of securities, distribution of reserves or any other assets, depreciation of capital, or any other transaction relating to share capital or equity, the power to adjust the above-mentioned maximum purchase price in order to take into account the impact of these operations on the value of the share.

The total amount allocated to the share buyback program authorized above may not exceed 3,993,992,660 euros.

The Annual General Meeting confers full powers on the Board of Directors, with the option of sub- delegation under the conditions laid down by law, to decide on and implement the present authorization, to specify, if necessary, the terms and conditions thereof, to carry out the buyback program, and in particular to place any stock market orders, enter into any agreements, allocate or reallocate the shares acquired to the objectives pursued in accordance with the applicable legal and regulatory conditions, set the terms and conditions under which the rights of holders of securities giving access to the capital or other rights giving access to the capital will be preserved in accordance with applicable laws and regulations and, where applicable, contractual stipulations providing for other cases of adjustment, make all declarations to the Autorité des Marchés Financiers and any other competent authority and carry out all other formalities and, generally, do all that is necessary.

This authorisation, which cancels the authorisation given under Resolution Eight of the General Meeting of 10 May 2023, is granted for a period of eighteen (18) months from the date of this General Meeting.

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1. Extraordinary resolutions

Resolution Thirteen (Delegation of authority granted to the Board of Directors for a period of 26 months to decide on the issuance of shares or securities giving access to share capital or securities conferring the right to the allotment of debt securities, with application of shareholders' preferential subscription rights)

Having reviewed the report of the Board of Directors and the special report of the Auditors, and in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L.225-129, L. 225-129-2, L. 225-132 to L. 225-134, and the provisions of Articles L. 228-91 et seq. and L. 22-10-49 of the French Commercial Code, the General Meeting, deliberating under the quorum and majority conditions required for extraordinary general meetings, having noted that the share capital is fully paid up:

• delegates to the Board of Directors, with the right to sub-delegate under conditions established by law and by the articles of association, and in a manner that complies with the legal and regulatory provisions in effect at the time of issuance, its authority to decide on and carry out, on one or more occasions, in the proportions and at the times it deems appropriate, whether in France or abroad, the issuance with preferential subscription rights, whether in euros or in any other currency or monetary unit established with reference to several currencies, with or without a premium, for a consideration or for free (i) of ordinary shares in the Company, (ii) of securities governed by Articles L. 228-91et seq. of the French Commercial Code representing equity securities in the Company conferring rights by any means, immediately and/or in the future, to other equity securities in the Company and/or conferring rights to the allocation of debt securities in the Company, and/or (iii) securities representing debts, whether or not they are governed by Articles L. 228-91et seq. of the French Commercial Code, conferring rights or able to confer rights by any means, immediately and/or in the future, by subscription, conversion, exchange, redemption, presentation of a warrant or any other means to equity securities in the Company to be issued (these securities may, where appropriate, also confer rights to existing equity securities and/or debt securities in the Company), the subscription to which can be made in cash, by debt compensation and/or through the capitalisation of reserves, profits or premiums;
• decides that the maximum nominal amount of the capital increases that may be made immediately and/or over time by virtue of the above delegation may not exceed one hundred and fifty seven million and six hundred and fifty thousand euros, to which amount shall be added, where applicable, the nominal amount of the supplementary shares to be issued in order to protect, in accordance with the provisions of the law and regulations, in addition to contractual stipulations providing for other cases of adjustment, the interests of the holders of securities giving access to equity capital, of options to subscribe for or purchase shares or of rights to free allotments ; the nominal amount of any capital increase that may be carried out pursuant to this delegation shall be counted toward the overall ceiling provided in Resolution Twenty of this General Meeting or, as the case may be, on the overall ceiling which may be provided for by a resolution of the same nature which may succeed the said resolution during the period of validity of the present delegation;
• also decides that the maximum nominal amount of debt securities giving access to the equity capital of the Company that may be issued by virtue of this delegation may not exceed three billion euros, or the equivalent of that amount in the event of issues in foreign currency or in a unit of account fixed by reference to multiple currencies on the date of issue, it being specified that this amount:

1. will be increased, where applicable, by any redemption premium above par,

1. shall be counted toward the overall ceiling provided in Resolution Twenty of this General Meeting or, if applicable, on the overall ceiling which may be provided for by a resolution of the same nature which may succeed the said resolution during the period of validity of the present delegation,

• 1. is independent of the amount of debt securities the issue of which may be decided or authorized by the Board of Directors in accordance with Articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph 6 and L. 228-94 paragraph 3 of the French Commercial Code;
• decides that the shareholders may exercise, under the terms provided by law, their preferential subscription rights in accordance with their fixed entitlement, it being specified that the Board of

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Directors shall have the ability to use the option offered by the final paragraph of Article L. 225-210 of the French Commercial Code to disregard shares that are held as treasury shares when determining the preferential subscription rights attached to the other shares. Furthermore, the Board of Directors shall have the option to grant the shareholders the limitable right to subscribe for a number of securities in excess of their fixed entitlement, in proportion to the subscription rights that they hold and capped in all events at the amounts requested by them;

• decides that if irrevocable subscriptions and, where applicable, revocable subscriptions have not absorbed the full amount of the capital increase, the Board of Directors may, in accordance with Article L. 225-134 of the French Commercial Code, decide, in whatever order it deems appropriate: o to limit the issue to the amount subscribed, provided that such amount is equal to at least three-
  quarters of the decided issue, increased where applicable in accordance with the terms of Resolution Sixteen below, and/or,
  o to freely allocate some or all of the unsubscribed shares and/or,
  o to offer some or all of the unsubscribed shares to the public on the French market or abroad;
• decides that in the event that warrants to subscribe for shares in the Company are issued, such issue may take place either by cash subscription in accordance with the terms set out above or by free allotment to the owners of the existing shares, it being specified that all fractional rights and the corresponding shares will be sold in accordance with the applicable laws and regulations;
• notes that, where applicable, the above authorisation automatically entails the waiver by the shareholders, in favour of the holders of securities giving access to the equity capital of the Company, of their preferential right to subscribe for the shares to which those securities confer the right immediately or in the future;
• decides that the Board of Directors shall have all powers, with the option to sub-delegate under the terms set by law, to implement this authorisation, including to determine the dates and procedures of the issues and the form and features of the securities to be created, to set the prices and terms of the issues, to set the amounts to be issued, the price of the issue ainsi as well as the amount of the premium which may be requested upon issue or, where applicable, the amount of reserves, profits or premiums which may be incorporated into the capital, to set the date from which the securities to be issued shall be eligible for dividends or interest, including retroactively, to determine the manner in which the ordinary shares or other securities issued shall be paid up and the terms under which such securities shall confer the right to shares in the Company, to provide where appropriate the terms for their repurchase in the market and their potential cancellation and for the possibility of suspending the exercise of the rights to share allotments attached to the securities to be issued, and to set the procedures by which it shall be ensured that the rights of the holders of securities giving access to the equity capital of the Company, of options to subscribe for or purchase shares or of rights to free allotments are preserved (including by way of cash adjustment), in accordance with the provisions of the law and regulations or, where applicable, the contractual stipulations providing for other cases of adjustment;
• decides that the Board of Directors may, with the option to sub-delegate under the conditions set by law, make all deductions from the issue premium or premiums, including the deduction of the costs arising from the carrying-out of the issues, and deduct from this amount the sums necessary to endow the legal reserve, and generally take all useful measures and enter into all agreements to achieve the successful completion of the issues envisaged, acknowledge the capital increase or increases resulting from any issue carried out through the use of this authorisation and amend the articles of association accordingly;
• decides further that in the event that debt securities giving access to the equity capital of the Company are issued, the Board of Directors shall also have all powers, with the option to sub-delegate, including to decide whether or not they shall be subordinated (and, where applicable, their subordination ranking, in accordance with the provisions of Article L. 228-97 of the French Commercial Code), set their interest rate and provide, where applicable, for compulsory or optional cases of suspension or non-payment of interest, provide for their term, which may be fixed or open-ended, the possibility of reducing or increasing the nominal value of the securities and the other terms of issue (including the

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granting of guarantees or sureties) and redemption (including redemption by delivery of Company assets); where applicable, these securities could provide for the possibility of the Company issuing debt securities (assimilable or not) in payment of interest, the payment of which would have been suspended by the Company, or taking the form of complex bonds in the sense understood by the stock market authorities (for example, due to their terms of repayment or remuneration or other rights such as indexation or options); modify, during the life of the securities concerned, the terms referred to above, in compliance with the applicable formalities;

• decides, lastly, that this authorization cancels with immediate effect the unused portion, if any, of the previous authorization for the same purpose granted by the Annual General Meeting of May 11, 2022.

The General Meeting notes that, should the Board of Directors use the delegation of powers granted to it by this resolution, the Board of Directors shall account for the use made of the authorisations granted by this resolution to the next ordinary general meeting, in accordance with the law and regulations.

The delegation thus granted to the Board of Directors is valid for a period of 26 months as from this General Meeting.

Resolution Fourteen (Delegation of authority granted to the Board of Directors for a period of 26 months to decide on the issuance of shares or securities giving access to the share capital, with disapplication of shareholders' preferential subscription rights and the option of a priority period, by public offering other than public offerings referred to in Art. L. 411-2 1° of the French Monetary and Financial Code)

Having reviewed the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L. 225-129, L. 225-129-2, L. 225-135, L. 225-136 and the provisions of Articles L. 22- 10-51, L. 22-10-52, L. 22-10-54, and L. 228-91 et seq. of the French Commercial Code, the General Meeting, deliberating under the quorum and majority conditions required for extraordinary general meetings, after having noted that the share capital has been fully paid up:

• delegates to the Board of Directors, with the right to sub-delegate under conditions established by law and by the articles of association, and in a manner that complies with the legal and regulatory provisions in effect at the time of issuance, its authority to decide on and carry out, on one or more occasions, in the proportions and at the times it deems appropriate, whether in France or abroad, the issuance, by way of a public offering (other than the type referred to in Article L. 411-2 1° of the French Monetary and Financial Code), whether in euros or in any other currency or monetary unit established with reference to several currencies, with or without a premium, for a consideration or for free (i) of ordinary Company shares, (ii) of securities governed by Articles L. 228-91 et seq. of the French Commercial Code, which are equity securities giving access by any means, immediately and/or in the future, to other equity securities in the Company, and/or granting entitlement to the allocation of debt securities in the Company, (iii) of debt instruments which may or may not be governed by Articles L. 228-91 et seq. of the French Commercial Code, giving access or likely to give access by any means, immediately and/or in the future, to equity securities to be issued in the Company (these securities may, where applicable, also give access to existing equity securities and/or to debt securities in the Company), it being specified that shares may be paid up in cash, by debt compensation, and/or by incorporation of reserves, profits or premiums. These securities may be issued as consideration for securities tendered to the Company under a public offering comprising an exchange component initiated by the Company carried out in France or abroad according to the local rules (for example in the context of a "reverse merger" or an Anglo-Saxon "scheme of arrangement") on securities which fulfil the conditions set out in Article L. 22-10-54 of the French Commercial Code;
• decides that the maximum nominal amount of capital increases likely to be carried out immediately and/or in the future, under the aforementioned delegation, may not exceed sixty million euros. Added to this amount, where applicable, will be the nominal amount of additional shares to be issued to protect, in accordance with the legal and regulatory provisions with the exception of contractual stipulations providing for other cases of adjustment, the interests of holders of securities giving access to the share capital, share subscription or purchase options or rights to free allocation; the nominal amount of any capital increase that may be carried out pursuant to this delegation shall be deducted

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from the overall ceiling and the sub-cap provided in Resolution Twenty of this General Meeting or, as the case may be, from the overall ceilings which may be provided for by resolutions of the same nature which may succeed the said resolution during the period of validity of the present delegation;

• also decides that the maximum nominal amount of debt instruments giving access to the Company's share capital, likely to be issued under this delegation, may not exceed two billion euros or the equivalent value of this amount in the case of issue in foreign currency or in units of account

determined according to several currencies on the date of issue, it being specified that this amount:

1. will be increased, where applicable, by any redemption premium above par,

1. shall be deducted from the overall ceiling and the sub-cap provided in Resolution Twenty of this General Meeting or, as the case may be, from the overall ceilings which may be provided for by

resolutions of the same nature which may succeed the said resolution during the period of validity of the present delegation,

• 1. is independent of the amount of debt securities the issue of which may be decided or authorized by the Board of Directors in accordance with Articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph 6 and L. 228-94 paragraph 3 of the French Commercial Code;
• decides to disapply the shareholders' preferential subscription rights to securities to be issued, it being

specified that the Board of Directors may grant, in accordance with the provisions of Article L. 22-10-51 of the French Commercial Code, shareholders a priority subscription right on all or part of the issue, throughout the period and under the conditions established by the Board in accordance with the legal and regulatory provisions. This priority subscription will not give rise to the creation of negotiable rights and must be exercised in proportion to the number of shares held by each shareholder but may, if deemed appropriate by the Board of Directors, be exercised on both a non- reducible and reducible basis, it being specified that securities not subscribed to in this way may be the subject of a public placement in France or abroad;

• decides that if the subscriptions of shareholders and the public have not absorbed an issue of ordinary shares or securities giving access to the share capital in its entirety, the Board of Directors may decide, pursuant to Article L. 225-134 of the French Commercial Code, as it deems fit:
  o to limit the issue to the amount of the subscriptions on the condition that it amounts to at least three quarters of the issue, increased, where applicable, under the conditions provided for in Resolution Sixteen below and/or,
  o to freely distribute all or part of the unsubscribed securities and/or,
  o to offer to the public all or part of the unsubscribed securities on the French market or abroad;
• notes that, where applicable, for holders of securities giving access to the Company's share capital, the aforementioned delegation automatically carries with it a waiver of the shareholders' preferential subscription rights to the shares to which these securities give entitlement, immediately or in the future;
• decides that, pursuant to the first paragraph of the Article L. 22-10-52 of the French Commercial Code:
  o the sum paid or due to the Company for each of the shares issued under the aforementioned delegation, after taking into account, in the case of issue of detachable warrants for ordinary shares, the issue price of said warrants, will be at least equal to the amount stipulated in the legal and regulatory provisions in force at the time of issue (to date, the weighted average of the prices quoted for the last three trading sessions on the Euronext Paris regulated market prior to the start of the public offering, less a maximum discount of 10%), following adjustment of this amount if necessary to take into account the difference in the vesting date;
  o the issue price of securities giving access to equity capital and the number of shares to which the conversion, redemption or other conversion of each security giving access to the capital may give entitlement, shall be such that the amount received immediately by the Company, plus where applicable the amount it subsequently receives, i.e. for each share issued as a result of the issue of those securities, is at least equal to the issue price set above;
• decides that the Board of Directors will have full powers, with the right to sub-delegate under the conditions established by law, to implement this delegation, for the purposes in particular of determining the dates and terms of the issues and the form and characteristics of the securities to be

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created, setting the prices and conditions of the issues, setting the amounts to be issued, the price of the issue ainsi as well as the amount of the premium which may be requested upon issue or, where applicable, the amount of reserves, profits or premiums which may be incorporated into the capital, setting the vesting date for the securities to be issued (which may be retroactive), determining the payment method for ordinary shares or other securities issued and the conditions under which these securities will grant entitlement to Company shares, to provide for, where applicable, the conditions for their buyback on the stock market and their potential cancellation and the possibility of suspending the exercise of the ordinary share allocation rights attached to securities to be issued and to establish the procedure to ensure preservation of the rights of holders of securities giving access to the share capital, share subscription or purchase options or free allocation rights (including by way of cash adjustment), in accordance with the legal and regulatory provisions or, where applicable, the contractual stipulations providing for other cases of adjustment;

• decides that the Board of Directors may, with the right to sub-delegate, under the conditions set by law, charge any and all amounts against the issue premium(s) and in particular the costs incurred in carrying out issues, and deduct from this amount the sums necessary to endow the legal reserve, and in general take all relevant measures and enter into all agreements as are required to complete the issues envisaged and record the capital increase(s) resulting from any issue carried out under this delegation and amend the articles of association accordingly;
• decides that, in the event of the issue of securities as consideration for securities tendered in connection with a public exchange offer initiated by the Company, the Board of Directors may, with powers to subdelegate within the law, determine the list of securities to be tendered in exchange, the terms of issue, the exchange ratio and, if applicable, the amount of any cash balance to be paid, without the price-setting provisions of this resolution being applicable, the amount of the balancing cash payment to be made without the price determination procedures set out in this resolution being applicable, and determine the terms and conditions of the issue in connection with any public offer initiated by the Company, whether in the form of a public exchange offer, an alternative purchase offer or exchange offer, a single offer to purchase or exchange the shares in question in exchange for payment in shares and cash, a principal public tender offer or public exchange offer accompanied by a subsidiary public tender offer or public exchange offer, or any other form of public offer that complies with the laws and regulations applicable to such public offer;
• also decides that in the case of issue of debt securities giving access to the Company's share capital, the Board of Directors will have full powers, with the right to sub-delegate, in particular to decide on whether or not they are subordinated (and, where applicable, their subordination ranking, in accordance with the provisions of Article L. 228-97 of the French Commercial Code), set their interest rate and provide, where applicable, for compulsory or optional cases of suspension or non-payment of interest, provide for their term, which may be fixed or open-ended, the possibility of reducing or increasing the nominal value of the securities and the other terms of issue (including the granting of guarantees or sureties) and redemption (including redemption by delivery of Company assets); where applicable, these securities could provide for the possibility of the Company issuing debt securities (assimilable or not) in payment of interest, the payment of which would have been suspended by the Company, or taking the form of complex bonds in the sense understood by the stock market authorities (for example, due to their terms of repayment or remuneration or other rights such as indexation or options); modify, during the life of the securities concerned, the terms referred to above, in compliance with the applicable formalities;
• decides, lastly, that this authorization cancels with immediate effect the unused portion, if any, of the previous authorization for the same purpose granted by the Annual General Meeting of May 11, 2022.

The General Meeting duly notes that, in the event that the Board of Directors should use the delegation of authority granted to it under this resolution, the Board of Directors will report to the next Annual General Meeting on the use made of these authorisations granted under this resolution, in accordance with the laws and regulations.

This delegation granted to the Board of Directors is valid, as from this General Meeting, for a period of 26 months.

(English translation for convenience only)

Resolution Fifteen (Delegation of authority granted to the Board of Directors for a period of 26 months to decide on the issuance of shares or securities giving access to the share capital, with disapplication of shareholders' preferential subscription rights, by way of public offering, in compliance with the Article L. 411-2 1° of the French Monetary and Financial Code)

Having reviewed the report of the Board of Directors and the special report of the Statutory Auditors and in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code, in particular Articles L. 225-129, L. 225-129-2, L. 225-135 and L. 225-136, and the provisions of Articles L. 22-10-51, L. 22-10-52 and L. 228-91 et seq. of the French Commercial Code and of Article L. 411-2 of the of the French Monetary and Financial Code, the General Meeting, deliberating under the quorum and majority conditions required for extraordinary general meetings, after having noted that the share capital has been fully paid up:

• delegates to the Board of Directors, with the right to sub-delegate under the conditions established by law and the articles of association, and according to the terms under the legal and regulatory provisions in force at the time of issue, its authority to decide and carry out - on one or more occasions
  - in the proportions and at the times it deems fit, both in France and abroad, whether in euros or in any other currency or monetary unit established with reference to several currencies, with or without a premium, for a consideration or for free, the issue of (i) ordinary Company shares, (ii) securities governed by Articles L. 228-91 et seq. of the French Commercial Code, which are equity securities giving access by any means, immediately and/or in the future, to other equity securities in the Company, and/or granting entitlement to the allocation of debt securities in the Company, and/or (iii) debt instruments which may or may not be governed by Articles L. 228-91 et seq. of the French Commercial Code, giving access or likely to give access by any means, immediately and/or in the future, to equity securities to be issued in the Company (these securities may, where applicable, also give access to existing equity securities and/or to debt securities in the Company), under a public offering referred to Article L. 411-2 1° of the French Monetary and Financial Code, it being specified that shares may be paid up in cash, by debt compensation, and/or by incorporation of reserves, profits or premiums;
• decides that the maximum nominal amount of capital increases likely to be carried out immediately and/or in the future, under the aforementioned delegation, may not exceed sixty million euros. Added to this amount, where applicable, will be the nominal amount of additional shares to be issued to protect, in accordance with the legal and regulatory provisions with the exception of contractual stipulations providing for other cases of adjustment, the interests of holders of securities giving access to the share capital, share subscription or purchase options or rights to free allocation; the nominal amount of any capital increase that may be carried out pursuant to this delegation shall be deducted from the overall ceiling and the sub-cap provided in Resolution Twenty of this General Meeting or, as the case may be, form the overall ceilings which may be provided for by resolutions of the same nature which may succeed the said resolution during the period of validity of the present delegation;
• also decides that the maximum nominal amount of debt instruments giving access to the Company's share capital, likely to be issued under this delegation, may not exceed two billion euros or the equivalent value of this amount in the case of issue in foreign currency or in units of account determined according to several currencies on the date of issue, it being specified that this amount:

1. will be increased, where applicable, by any redemption premium above par,

1. shall be deducted from the overall ceiling and the sub-cap provided in Resolution Twenty of this General Meeting or, as the case may be, from the overall ceilings which may be provided for by resolutions of the same nature which may succeed the said resolution during the period of validity of the present delegation,

• 1. is independent of the amount of debt securities the issue of which may be decided or authorized by the Board of Directors in accordance with Articles L. 228-36-A, L. 228-40, L. 228-92 paragraph 3, L. 228-93 paragraph 6 and L. 228-94 paragraph 3 of the French Commercial Code;
• decides to disapply the shareholders' preferential subscription rights to ordinary shares and securities to be issued under this delegation;
• decides that if the subscriptions have not fully absorbed an issue of ordinary shares or securities giving access to the share capital, the Board of Directors may decide to limit the issue to the amount of the