TO BE TAKEN IN THE COURSE OF THE EXTRAORDINARY SHAREHOLDER MEETING
resolution (Delegation of authority to be granted to the Board of Directors to issue detachable warrants with
cancellation of the preferential right of subscription of shareholders for the benefit of the non-executive members of the Board
voting under the quorum and majority conditions required for extraordinary shareholder meetings, after having heard (i) the report
of the Company's Board of Directors and (ii) the statutory auditor's special report of the Company,
with articles L. 225-129-2, L. 225-138 and L. 228-91 et seq. of the French Commercial Code:
authority to the Board of Directors to issue, in one or more times, a maximum amount of 175,000 detachable warrants which
give the right to subscribe to a maximum number of 175,000 of the Company’s shares, equivalent to 0.2% of the Company’s
share capital at the present date of this shareholder meeting; this limit shall be increased by the number of shares required,
in case of adjustments, to preserve the rights of holders as per article L.228-99 of the French Commercial Code.
that each warrant issued pursuant to this delegation shall give entitlement to subscribe to one (1) Company share with a par value
of 0.10 Euro during the exercise period which will be set by the Board of Directors at the time of granting of the warrants and
in a manner authorized by law and regulations.
that (i) the subscription price of each warrant shall be determined by the Board of Directors on the date of each issuance of
said warrant according to the fair market value of the Company’s shares at such date and that (ii) each warrant shall give
right for its holder to subscribe to one (1) Company share on payment of the subscription price by its holder as set by the Board
of Directors at the date of issuance of said warrant as follows: The subscription price per share shall not be lower than the
average closing price of the last thirty (30) trading days immediately before the grant date.
that the warrants must be exercised within a period of three years from their issuance and that they will lose all validity after
this date. However the Board of Directors may shorten this deadline for beneficiaries residing in specific countries wherever
such a measure is required to comply with local statutes.
to waive shareholders’ preferential subscription right and to reserve the entire warrants’ subscription to the benefit
of a determined category of persons meeting specified characteristics within the meaning of article L. 225-138 of the French Commercial
Code, that is to say persons who, at the date of issuance, are non-executive members of the Board of Directors.
that the new shares subscribed by the exercise of warrants shall be subscribed in cash and shall be fully paid-up on their subscription.
that if the subscriptions do not absorb an entire warrant issue, the Board of Directors may either limit the amount of the issue
to the amount of subscriptions, or freely share among the beneficiaries all or part of the unsubscribed warrants.
that this decision implies, by law, to the benefit of the owners of these warrants, an express waiver by shareholders of their
preferential right of subscription to the shares which will be issued when said warrants are exercised. The capital increase resulting
from the exercise of warrants shall be definitively completed by the mere declaration that the warrants have been exercised, accompanied
by the subscription form and payment of the subscription price.