Vallourec : Notice of meeting prior to the general meeting

Free translafion for informafion purposes only

VALLOUREC

A French limited company (société anonyme) with a Board of Directors

with share capital of € 4,745,436.56

Registered office: 12 rue de la Verrerie - 92190 Meudon (France)

552 142 200 RCS Nanterre

_____________

AGENDA AND DRAFT RESOLUTIONS

EXTRACT FROM THE PRELIMINARY NOTICE OF MEETING

COMBINED GENERAL MEETING OF SHAREHOLDERS OF MAY 23, 2024

Shareholders of VALLOUREC are informed that a combined general meefing of shareholders (ordinary and extraordinary) will be held on May 23, 2024 at 2 PM, at Espace Verso, 52 rue de la Victoire, 75009 Paris, to decide on the below agenda and draft resolufions.

AGENDA

Ordinary Meefing

1. Approval of the parent company financial statements for the 2023 fiscal year (1st resolufion)
2. Approval of the consolidated financial statements for the 2023 fiscal year (2nd resolufion)
3. Allocafion of net income for the 2023 fiscal year (3rd resolufion)
4. Renewal of the appointment of KPMG as Statutory Auditor (4th resolufion)
5. Appointment of Ernst & Young et Autres as Statutory Auditor (5th resolufion)
6. Appointment of Ernst &Young et Autres as statutory auditor in charge of cerfifying sustainability reporfing (6th resolufion)
7. Renewal of the mandate of Mrs. Corine de Bilbao as director (7th resolufion)
8. Rafificafion of the cooptafion of Mr. Luciano Siani as director and renewal of mandate (8th resolufion)
9. Appointment of [•] as director (9th resolufion)
10. Appointment of Mr. Aditya Miftal as director subject to the condifion precedent of the complefion of the sale of Apollo's stake to ArcelorMiftal (10th resolufion)
11. Approval of the disclosures relafing to each corporate officer's remunerafion required by Arficle L.22-10-9-I of the French Commercial Code, as presented in the Corporate Governance Report (11th resolufion)
12. Approval of the fixed, variable and extraordinary components of the total remunerafion and benefits paid during or awarded for the 2023 fiscal year to Philippe Guillemot in his capacity as Chairman and Chief Execufive Officer (12th resolufion)
13. Approval of the remunerafion policy for the Chairman and Chief Execufive Officer for the 2024 fiscal year (13th resolufion)
14. Approval of the remunerafion policy for directors (other than the Chairman) for the 2024 fiscal year (14th resolufion)
15. Authorizafion to be given to the Board of Directors to trade in the Company's shares (15th resolufion)

Extraordinary Meefing

1. Delegafion of authority to the Board of Directors to decide to increase the capital of the Company or other companies by issuing shares and/or securifies with immediate or deferred rights to shares, with pre-empfive subscripfion rights (16th resolufion)
2. Delegafion of authority to the Board of Directors to decide to increase the capital of the Company or other companies by issuing shares and/or securifies with immediate or deferred rights to shares, without pre-empfive subscripfion rights, placed through a public offer other than an offer to the public governed by Arficle L.411-2 1° of the French Monetary and Financial Code (17th resolufion)
3. Delegafion of authority to the Board of Directors to decide to issue shares and/or securifies with immediate or deferred rights to shares of the Company or other companies, without pre- empfive subscripfion rights, placed through an offer to the public governed by Arficle L.411-2
   1° of the French Monetary and Financial Code (18th resolufion)
4. Authorizafion to be given to the Board of Directors to determine the issue price of shares issued without pre-empfive subscripfion rights, within the limit of 10% of the capital per year (19th resolufion)
5. Delegafion of authority to the Board of Directors, in the case of a share issue with or without pre-empfive subscripfion rights, to increase the number of shares to be issued (20th resolufion)
6. Delegafion of authority to the Board of Directors to issue shares and/or securifies with immediate or deferred rights to shares, without pre-empfive subscripfion rights, in payment for contribufions of equity securifies or securifies with rights to shares, except for securifies tendered to a public exchange offer inifiated by the Company (21st resolufion)
7. Delegafion of authority to the Board of Directors to issue shares and/or securifies with immediate or deferred rights to shares, without pre-empfive subscripfion rights, in exchange for shares tendered to a public exchange offer inifiated by the Company (22nd resolufion)
8. Delegafion of authority to the Board of Directors to issue shares of the Company, without pre- empfive subscripfion rights, as a result of the issue by the Company's subsidiaries of securifies with rights to the Company's shares (23rd resolufion)
9. Delegafion of authority to the Board of Directors to increase the share capital by capitalizing addifional paid-in capital, reserves, profits, or any other amounts (24th resolufion)
10. Authorizafion to be given to the Board of Directors to grant free shares (25th resolufion)
11. Delegafion of authority to the Board of Directors to issue shares and/or securifies with immediate or deferred rights to shares, without pre-empfive subscripfion rights, for subscripfion by members of employee share ownership plans (26th resolufion)
12. Delegafion of authority to the Board of Directors to issue shares and/or securifies with immediate or deferred rights to shares, without pre-empfive subscripfion rights, to employees and corporate officers of the Company and Vallourec Group companies related to the Company within the meaning of Arficle L.225-180 of the French Commercial Code, other than members of an employee share ownership plan (27th resolufion)
13. Authorizafion to be given to the Board of Directors to reduce the share capital by canceling treasury shares (28th resolufion)
14. Modificafion of the arficles of associafion (29th resolufion)

Ordinary Meefing

30. Powers for formalifies (30th resolufion)

ORDINARY MEETING

First resolufion

(Approval of the parent company financial statements for the 2023 fiscal year)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the parent company financial statements for the fiscal year ended December 31, 2023 and the reports of the Board of Directors and the Statutory Auditors,

• approves the financial statements for the fiscal year ended December 31, 2023, as presented, including the balance sheet, income statement and notes, as well as all the transacfions reflected in those financial statements and referred to in those reports, show net income for the fiscal year of €1,155,062,000.
• approves the amount of excess depreciafion referred to in Arficle 39-4 of the French General Tax Code, of other non-deducfible depreciafion, and of other charges and expenditures in respect of luxuries for the 2023 financial year amounfing to €8,436.

Second resolufion

(Approval of the consolidated financial statements for the 2023 fiscal year)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the consolidated financial statements for the fiscal year ended December 31, 2023, and the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the fiscal year ended December 31, 2023, as presented, including the balance sheet, income statement and notes, as well as all the transacfions reflected in those financial statements or referred to in those reports, which show a consolidated net income for the fiscal year of €523,910,000.

Third resolufion

(Allocafion of net income for the 2023 fiscal year)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the allocafion of net income for the fiscal year proposed by the Board of Directors, as follows:

As required by law, the Shareholders' Meefing acknowledges that no dividends were paid for the three years preceding the 2023 fiscal year.

Fourth resolufion

(Renewal of the appointment of KPMG as Statutory Auditor)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the report of the Board of Directors, decides to renew the appointment of KPMG, a French limited company (société anonyme), with registered office at 2 avenue Gambefta, Tour Eqho, 92066 Paris la Défense cedex, registered with the Nanterre Trade and Companies Register under number 775 726 417, as Statutory Auditor for a term of six (6) financial years, unfil the end of the Ordinary General Meefing convened to approve the financial statements for the year ending 31 December 2029.

Fifth resolufion

(Appointment of Ernst & Young et Autres as Statutory Auditor)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the report of the Board of Directors, decides to appoint Ernst

• Young et Autres, a simplified joint stock company (société par acfions simplifiée) with its registered office at Tour First, 1/2 place des Saisons, 92400 Courbevoie, registered with the Nanterre Trade and Companies Register under number 438 476 913, as Statutory Auditor, to replace Deloifte & Associés, whose term of office expires at the close of this Shareholders' Meefing and may not be renewed, this firm having reached the maximum amount of mandate provided for by Arficles L. 823-3-1 of the French Commercial Code and 17 of Regulafion (EU) n° 537/2014 of 16 April 2014, for a term of six (6) financial years, unfil the end of the Ordinary General Meefing convened to approve the financial statements for the financial year ending 31 December 2029.

Sixth resolufion

(Appointment of Ernst &Young et Autres as statutory auditor in charge of cerfifying sustainability reporfing)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' meefings, having reviewed the reports of the Board of Directors and the provisions of Arficles L. 233-28-4, L. 821-40 and L. 821-44 of the French Commercial Code, decides, subject to the approval of the fifth resolufion of this Shareholders' Meefing, to appoint as statutory auditor in charge of cerfifying sustainability reporfing the company Ernst & Young et Autres, a simplified joint stock company (société par acfions simplifiée) with its registered office at Tour First, 1/2 place des Saisons, 92400 Courbevoie, registered with the Nanterre Trade and Companies Register under number 438 476 913, for a term of six (6) financial years, unfil the end of the Ordinary General Meefing convened to approve the financial statements for the financial year ending 31 December 2029.

Seventh resolufion

(Renewal of the mandate of Mrs. Corine de Bilbao as director)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors, decides to reappoint

Mrs. Corine de Bilbao as Director for a term of four (4) years, i.e. unfil the end of the Ordinary Shareholders' Meefing convened to approve the financial statements for the fiscal year ending 31 December 2027.

Eighth resolufion

(Rafificafion of the cooptafion of Mr. Luciano Siani as director and renewal of mandate)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the reports of the Board of Directors on the proposed resolufions,

• resolves to rafify the cooptafion of Mr. Luciano Siani as Director, decided by the Board of
  Directors on 12 Novembre 2023;
• resolved to renew Mr. Luciano Siani's term as director, for a term of four (4) years, i.e unfil the end of the Ordinary Shareholders' Meefing called to approve the financial statements for the fiscal year ending 31 December 2027.

Ninth resolufion

(Appointment of [•] as director)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors, decides to appoint [•] as Director for a term of four (4) years, i.e. unfil the end of the Ordinary Shareholders' Meefing convened to approve the financial statements for the fiscal year ending 31 December 2027.

Tenth resolufion

(Appointment of Mr. Aditya Miftal as director subject to the condifion precedent of the complefion of the sale of Apollo's stake to ArcelorMiftal)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors, decides to appoint Mr. Aditya Miftal as Director subject to the condifion precedent of the complefion of the sale of Apollo's enfire stake in the Company to ArcelorMiftal.

This appointment will take affect, as the case may be, from the date on which it is established that the said condifion precedent has been lifted by the Board of Directors (or the person it has sub-delegated for this purpose), for a term of four (4) years, i.e. unfil the end of the Ordinary Shareholders' Meefing convened to approve the financial statements for the fiscal year ending 31 December 2027.

Eleventh resolufion

(Approval of the disclosures relafing to each corporate officer's remunerafion required by Arficle L.22-10-9-I of the French Commercial Code, as presented in the Corporate Governance Report)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors and the Corporate Governance Report required by Arficle L.225-37 of the French Commercial Code, in applicafion of Arficle

L.22-10-34-I of the French Commercial Code, approves the disclosures required by Arficle L.22-10-9-I of the French Commercial Code, as presented in the Corporate Governance Report in chapter 4 of the 2023 Universal Registrafion Document.

Twelfth resolufion

(Approval of the fixed, variable and extraordinary components of the total remunerafion and benefits paid during or awarded for the 2023 fiscal year to Philippe Guillemot in his capacity as Chairman and Chief Execufive Officer)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors and the Corporate Governance Report required by Arficle L.225-37 of the French Commercial Code, in applicafion of Arficle L.22-10-34-II of the French Commercial Code, approves the fixed, variable and extraordinary components of the total remunerafion and benefits paid during or awarded for the 2023 fiscal year to Philippe Guillemot in his capacity as Chairman and Chief Execufive Officer, as presented in the Corporate Governance Report in chapter 4 of the Universal Registrafion Document 2023 and the resulfing adjustment to the remunerafion policy for 2023.

Thirteenth resolufion

(Approval of the remunerafion policy for the Chairman and Chief Execufive Officer for the 2024 fiscal

year)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the report of the Board of Directors and the Corporate Governance Report required by Arficle L.225-37 of the French Commercial Code describing the remunerafion policy for corporate officers, in applicafion of Arficle L.22-10-8-II of the French Commercial Code, approves the remunerafion policy for the Chairman and Chief Execufive Officer set by the Board of Directors for the 2024 fiscal year, as presented in the Corporate Governance Report in chapter 4 of the 2023 Universal Registrafion Document.

Fourteenth resolufion

(Approval of the remunerafion policy for directors (other than the Chairman) for the 2024 fiscal year)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Ordinary Shareholders' Meefings, having reviewed the Board of Directors' report and the Corporate Governance Report required by Arficle L.225-37 of the French Commercial Code describing the remunerafion policy for corporate officers, in applicafion of Arficle L.22-10-8-II of the French Commercial Code, approves the remunerafion policy for the directors (other than the Chairman) set by the Board of Directors for the 2024 fiscal year, as presented in the Corporate Governance Report in chapter 4 of the Universal Registrafion Document 2023.

Fifteenth resolufion

(Authorizafion to be given to the Board of Directors to trade in the Company's shares)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for ordinary shareholders' meefings, having reviewed the Board of Directors' report, authorizes the Board of Directors with the ability to sub-delegate under the condifions specified by law, as allowed by Arficles L. 225-210et seq. and Arficles L. 22-10-62et seq. of the French Commercial Code and European Regulafion 596/2014 of the European Parliament and of the Council of April 16, 2014, to buy back the Company's shares directly or through an intermediary for the following purposes:

1. for delivery under a stock opfion plan governed by Arficles L. 225-177et seq. and Arficles L. 22-10-
   56 to L. 22-10-58 of the French Commercial Code, or any other share-based payment plan; or
2. for allocafion or sale to employees under the Company's employee profit-sharing plan and/or any
   Company or Group employee share ownership plan (plan d'épargne d'entreprise) or similar plan, as provided for by law, in parficular Arficles L. 3332-1et seq. of the French Labor Code; or
3. for delivery under free share plans in accordance with Arficles L. 225-197-1et seq., L. 22-10-59 and L. 22-10-60 of the French Commercial Code; or
4. for allocafion to employees and/or corporate officers of the Group, in connecfion with internafional employee share ownership plans or long-term incenfive plans; or
5. for support of the liquidity of Vallourec shares by an investment services provider under a liquidity contract that complies with the market pracfice permifted by the French financial markets authority
   (Autorité des marchés financiers - AMF); or
6. for retenfion and subsequent delivery (in payment, exchange, or otherwise) in connecfion with any future acquisifions, mergers, demergers or asset contribufions; or
7. for delivery upon exercise of rights aftached to securifies or right carrying rights to the Company's capital by redempfion, conversion, exchange, presentafion of a warrant or any other means; or
8. for cancellafion of some or all of the acquired shares, provided that the Board of Directors has a valid authorizafion from the Extraordinary Shareholders' Meefing allowing it to reduce the share capital by canceling shares acquired under a buyback program.

The program may also be used by the Company to trade in its own shares for any other purpose that is currently authorized or may be authorized in the future under the applicable laws or regulafions, including any market pracfice that may be authorized by the French financial markets authority after this Shareholders' Meefing. In such a case, shareholders will be informed by the Company in a press release.

The number of shares bought back in any transacfion shall be determined in such a way that, as of the transacfion date, the total number of shares purchased by the Company since the start of the buyback program (including those purchased under the buyback transacfion in quesfion) does not exceed 10% of the shares making up the Company's capital at that date, as adjusted for the effect of any corporate acfions decided after this Shareholders' Meefing (for example, the number of shares that could be bought back as of December 31, 2023 would be capped at 23,727,182 shares). In addifion to this limit,

1. the number of shares acquired for the purpose of being held for subsequent delivery (in payment, exchange, or otherwise) in connecfion with any future acquisifions, mergers, demergers or asset contribufions shall not exceed 5% of the Company's capital, (ii) for shares bought back to support the liquidity of Vallourec shares under the condifions defined by the General Regulafions of the French

financial markets authority, the number of shares taken into account to calculate the 10% limit indicated above shall correspond to the number of shares purchased less the number of shares resold during the authorizafion period, and (iii) the number of shares that the Company may hold, at any given fime shall not exceed 10% of the shares making up the Company's capital at the date in quesfion.

Shares may be purchased, sold, exchanged or transferred at any fime within the limits authorized by the applicable laws and regulafions, except when a takeover bid for the Company is in progress, in one or more transacfions and by any method, on regulated markets, mulfilateral trading systems, through systemafic internalizers, or over-the-counter. In parficular, the shares may be purchased or sold in block transacfions, through public cash or paper offers, by using opfions or other forward financial instruments traded on regulated markets, mulfilateral trading systems, through systemafic internalizers, or over-the-counter. The shares may be delivered in exchange for warrants or securifies converfible, redeemable, exchangeable or otherwise exercisable for shares, including through the exercise of warrants. The transacfions may be carried out directly or indirectly through an investment services provider and there shall be no limits on the proporfion of the buyback program that may be carried out using any of these methods. The amounts and fiming of the transacfions will be decided by the Board of Directors or any person to whom the Board's authority is delegated, within the limits authorized by the applicable laws and regulafions.

The maximum purchase price of each share is set at €25 (or the transacfion-date equivalent price in any other currency or any monetary unit determined by reference to a basket of currencies). This maximum price will only apply to share buybacks decided as from the date of this Shareholders' Meefing and not to forward purchase contracts entered into pursuant to an authorizafion given by an earlier Shareholders' Meefing under which shares could be acquired beyond the date of this Shareholders' Meefing. The Shareholders' Meefing delegates to the Board of Directors (with the ability to sub-delegate under the condifions specified by law), in the event of a change in the par value of the shares, a capital increase paid up by capitalizing reserves, a bonus share issue to shareholders, a stock-split or reverse stock-split, distribufion of reserves or of any other assets, a return of capital or any other transacfion affecfing the Company's capital or reserves, the authority to adjust the maximum purchase price specified above in order to take into account the impact of these transacfions on the value of the shares.

For informafion purposes, the theorefical maximum amount allocated to the buyback program is set at €593,179,550, corresponding to 23,727,182 shares (i.e., 10% of the number of shares making up the share capital as of December 31st, 2023) acquired at the maximum purchase price of €25 as set above.

The Shareholders' Meefing grants full authority to the Board of Directors, with the ability to sub- delegate under the condifions specified by law, to use this authorizafion, to specify the terms and condifions, as required, to execute the buyback program and, in parficular, to place all buy and sell orders, enter into all agreements, in parficular for the keeping of records of share purchases and sales, to allocate or reallocate the shares to the program's different objecfives in accordance with the applicable laws and regulafions, to set the condifions and procedures for preserving the rights of any holders of securifies with rights to shares of the Company or other rights to shares, or of stock opfions, or rights to free shares in accordance with legal and regulatory requirements or any contractual sfipulafions providing for other cases of adjustment, to make all declarafions to the French financial

markets authority or any other authority, complete all formalifies and, generally, do whatever is necessary.

This authorizafion is granted for a period of eighteen (18) months from the date of this Shareholders' Meefing. It cancels and replaces the unused porfion of any earlier delegafion of authority to the Board of Directors to trade in the Company's shares.

EXTRAORDINARY MEETING

Sixteenth resolufion

(Delegafion of authority to the Board of Directors to decide to increase the capital of the Company or other companies by issuing shares and/or securifies with immediate or deferred rights to shares, with pre-empfive subscripfion rights)

The Shareholders' Meefing, pursuant to the quorum and majority condifions required for Extraordinary Shareholders' Meefings, having reviewed the Board of Directors' report and the special report of the Statutory Auditors, in accordance with Arficles L.225-129et seq. of the French Commercial Code, in parficular Arficles L.225-129,L.225-129-2,L.225-132 and L.225-134, and Arficles L.228-91et seq. of said Code:

1. delegates to the Board of Directors, with the ability to sub-delegate under the condifions specified by law, its authority to decide to carry out one or more issues of shares or securifies with rights to shares, with pre-empfive subscripfion rights, in France or abroad, in the proporfions and at the fimes it determines, in euros, or in any other currency or any monetary unit determined by reference to a basket of currencies, at par or with a premium, with or without considerafion. The issues may consist of (i) shares (excluding preferred shares), or (ii) securifies with immediate or deferred rights to shares governed by Arficles L.228-91et seq. of the French Commercial Code, that are converfible, redeemable, exchangeable or exercisable, in exchange for a warrant or otherwise, for shares of the
   Company or of other companies, at any fime or on fixed dates (including equity securifies with rights to debt securifies). Shares issued pursuant to this delegafion of authority may be paid up either in cash, or by capitalizing debts, reserves, profits or addifional paid-in capital;
2. sets the following limits on the amount by which the capital may be increased by the Board of
   Directors under this delegafion of authority:
3. • the aggregate amount by which the capital may be increased (excluding premiums) through the immediate or deferred issuance of shares pursuant to this delegafion of authority shall not exceed €1,831,427, or the equivalent in any other currency or any monetary unit determined by reference to a basket of currencies; and the aggregate amount by which the capital may be increased (excluding premiums) pursuant to this delegafion of authority and those granted in the seventeenth to twenty-seventh resolufions of this Shareholders' Meefing (if adopted) shall not exceed €1,831,427 or the equivalent in any other currency or any monetary unit determined by reference to a basket of currencies,
   • the above ceilings do not include the par value of any shares to be issued to preserve the rights of holders of securifies with rights to shares, stock opfions or rights to free shares in accordance

with the applicable laws and regulafions or any contractual sfipulafions providing for other cases of adjustment;

1. sets as follows the limits on the amount of debt represented by any issues of debt securifies with immediate or deferred rights to shares of the Company or other companies:
2. • the maximum nominal amount of debt securifies that may be issued immediately or on a deferred basis pursuant to this delegafion of authority shall not exceed €1.5 billion or the equivalent amount in any other currency or any monetary unit determined by reference to a basket of currencies;
   • this limit does not include the amount of any redempfion premium in the case of debt securifies priced above par;
   • this ceiling is common to all issues of debt securifies carried out pursuant to this delegafion of authority and the seventeenth, eighteenth, twenty-first and twenty-second resolufions of this Shareholders' Meefing, but is separate from the limit on issues of debt securifies that may be decided or authorized by the Board of Directors pursuant to Arficles 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;
3. in the event that the Board of Directors uses this delegafion of authority:
4. • resolves that shareholders shall have a pre-empfive right to subscribe the shares and securifies issued pursuant to this delegafion of authority, pro rata to their interest in the Company's capital,
   • resolves that the Board of Directors may offer shareholders a pre-empfive right to subscribe any shares or securifies not taken up by other shareholders, which shall be exercisable pro rata to their interest in the Company's capital if the issue is oversubscribed,
   • notes that this delegafion of authority shall automafically result in the waiver by shareholders, in favor of the holders of securifies with immediate or deferred rights to shares, of their pre- empfive subscripfion rights to the shares to be issued on conversion, redempfion, exchange or exercise of said securifies;
   • resolves that, in accordance with Arficle L.225-134 of the French Commercial Code, if any issue is not taken up in full by shareholders exercising their pre-empfive rights as described above, the Board of Directors may take one or more of the following courses of acfion, in the order of its choice and in accordance with the law:
   • • freely allocate all or some of the unsubscribed shares or other securifies,
     • offer all of some of the unsubscribed shares or other securifies to the public on the
       French market or a market outside France,
     • more generally, limit the capital increase to the amount of subscripfions received, provided that, for issues of shares or securifies for which the primary instrument is a share, after using the above two courses of acfion at least three quarters of the original issue has been taken up;
   • resolves that stock warrants may be issued and allocated without considerafion to holders of exisfing shares, and that rights to fracfional shares and the corresponding shares will be sold in accordance with the applicable legal and regulatory provisions;
5. resolves that the Board of Directors shall have full powers, with the ability to sub-delegate under the condifions specified by law, to use this delegafion of authority and to: