2025 Universal Registration Document

8. General Meeting

Sixteenth resolution: authorisation for the Company to buy back its own shares

The General Meeting, voting with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, authorises the Board of Directors, with the option to delegate to the Chief Executive Officer, to purchase shares of the Company in accordance with Articles L. 225-210 and L. 22-10-62 of the French Commercial Code and with EU regulation 596/2014 of the European Parliament and of the Council of 16 April 2014, and subject to the following conditions:

The Company may buy back its own shares under the conditions defined by the laws and regulations in force, and notably with a view to:

  • cancelling them by reducing the share capital;
  • allocating or selling them to employees, Directors and corporate officers of the Company and affiliates, under the terms and conditions provided for by French or foreign law, and in particular within the scope of employee profit sharing schemes, free share grants or all employee share ownership plans as well as for the purpose of carrying out any transaction to cover the above-mentioned employee share ownership plans;
  • market-making under a liquidity agreement entered into with an investment services provider in accordance with the market practices accepted by the French Financial Markets Authority (AMF); and/or
  • retaining the shares and subsequently using them (as payment, in an exchange or otherwise) in connection with external growth, merger, demerger or contribution.

The purchase price per share may not exceed €700 (excluding expenses).

The number of shares that the Company may acquire may not exceed:

  • retaining the shares and subsequently using them (as payment, in an exchange or otherwise) in connection with external growth, merger, demerger or contribution: 5% of the number of shares making up the Company’s capital on the date of completion of these buybacks, i.e., as an indication at 31 December 2025, 26,689,151 shares for a maximum amount of €18,682,405,700;
  • for shares acquired for another purpose: 10% of the number of shares making up the Company’s share capital on the date of completion of these repurchases, i.e., as an indication at 31 December 2025, 53,378,302 shares for a maximum amount of €37,364,811,400; and
  • it being understood that the Company may not, at any time, hold more than 10% of its own capital.

The purchase, sale, exchange or transfer of these shares may be carried out by any means, on one or more occasions, in particular on or off the stock market, including in whole or in part, through the acquisition, sale, exchange or transfer of blocks of shares. These means include, where applicable, the use of all financial instruments and derivatives.

These transactions may be carried out at any time, in accordance with the regulations in force at the time of the transactions concerned, it being specified that in the event of a public offer being filed by a third party with regard to Company securities, the Board of Directors will not be able to use this authorisation during the public offer period without the prior authorisation of the General Meeting.

The Annual General Meeting resolves that this authorisation would expire at the end of a period of eighteen months from this Annual General Meeting and take effect on 29 October 2026, i.e., on expiry of the current authorisation for the Company to repurchase its own shares on 28 October 2026.

The Board of Directors will have the option of allocating and reassigning to any of these objectives all the treasury shares currently held by the Company. Full powers are granted to the Board of Directors, with the option for it to delegate, for the implementation of this resolution and, more generally, to do anything that may be necessary.

8.1.2 Extraordinary meeting

Resolution 17: Authorisation granted to the Board of Directors to reduce the share capital by cancelling the shares acquired by the Company under Article L. 22-10-62 of the French Commercial Code
EXPLANATORY STATEMENT

The authorisation granted to the Board of Directors in 2024 to cancel shares acquired by the Company under Article L. 22‑10-62 of the French Commercial Code is due to expire.

It is proposed that the General Meeting give the Board a new authorisation allowing it to cancel shares, subject to the statutory limits, namely 10% of the existing share capital on the date of the cancellation, per twenty‑four month periods.

This authorisation would be granted for a duration of twenty-six months from the date of this General Meeting and would render ineffective from that day onwards the unused portion of any prior authorisation with the same purpose.