2021 UNIVERSAL REGISTRATION DOCUMENT

8. Annual general meeting

Current version of § 1 of Article 9 of the Articles of Association New version of § 1 of Article 9 of the Articles of Association
Article 9 – Deliberations of the Board of Directors

Article 9 – Deliberations of the Board of Directors

New version of § 1 of Article 9 of the Articles of Association

Article 9 – Deliberations of the Board of Directors

§ 1 – The Board of Directors appoints from amongst its members a Chairman, who is a natural person, who may be elected for the whole period of his tenure as director, and who may be re-elected indefinitely, subject to the application of the cases of tenure termination stipulated by the French Commercial code and the application of the age limit set below.

§ 1 – The Board of Directors appoints from amongst its members a Chairman, who is a natural person, who may be elected for the whole period of his tenure as director, and who may be re-elected indefinitely, subject to the application of the cases of tenure termination stipulated by the French Commercial code and the application of the age limit set below.

New version of § 1 of Article 9 of the Articles of Association

§ 1 – The Board of Directors appoints from amongst its members a Chairman, who is a natural person, who may be elected for the whole period of his tenure as director, and who may be re-elected indefinitely, subject to the application of the cases of tenure termination stipulated by the French Commercial code and the application of the age limit set below.

The Chairman must be no more than 65 years old. He must cease to carry out his duties at the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches his 65th birthday.

The Chairman must be no more than 65 years old. He must cease to carry out his duties at the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches his 65th birthday.

New version of § 1 of Article 9 of the Articles of Association

The Chairman must be no more than 65 years old. He must cease to carry out his duties at the latest at the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches that follows his 65th73rd birthday.

However, the Board may renew or extend his tenure for one or two periods of a maximum of three years each, with the final date for cessation of duties being in all cases the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches his 71st birthday.

However, the Board may renew or extend his tenure for one or two periods of a maximum of three years each, with the final date for cessation of duties being in all cases the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches his 71st birthday.

New version of § 1 of Article 9 of the Articles of AssociationHowever, the Board may renew or extend his tenure for one or two periods of a maximum of three years each, with the final date for cessation of duties being in all cases the end of the Ordinary General Meeting to be held to review the financial statements of the year in which he reaches his 71st birthday.
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New version of § 1 of Article 9 of the Articles of Association

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Twenty-third resolution: amendment of Article 11 of the Company’s Articles of Association in order to specify the age limit for serving as Chief Executive Officer

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Extraordinary General Meetings, having reviewed the Report of the Board of Directors, resolves to amend § 1 of Article 11 of the Company’s Articles of Association to change the age limit for serving as Chief Executive Officer. The rest of the provisions of Article 11 of the Company’s Articles of Association remain unchanged.

Current version of § 1 of Article 11 of the Articles of Association New version of § 1 of Article 11 of the Articles of Association
Article 11 – General Management Article 11 – General Management
§ 1 – In accordance with legal provisions, the General Management of the Company is assumed, under its responsibility, either by the Chairman of the Board of Directors, or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer. § 1 – In accordance with legal provisions, the General Management of the Company is assumed, under its responsibility, either by the Chairman of the Board of Directors, or by another natural person appointed by the Board of Directors and bearing the title of Chief Executive Officer..
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Changing the mode of exercise of the General Management does not involve a modification of the Articles of Association.

Changing the mode of exercise of the General Management does not involve a modification of the Articles of Association.

The Chief Executive Officer must leave office no later than the end of the Ordinary Annual General Meeting that follows his 65th birthday.

Twenty-fourth resolution: amendment of Articles 2 and 7 of the Company’s Articles of Association in the context of legislative or regulatory changes (Order no. 2000-1223 of 14 December 2000 and Law no. 2019-486 of 22 May 2019)

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Extraordinary Annual General Meetings, having reviewed the Report of the Board of Directors, decides to amend Articles 2 and 7 of the Company’s Articles of Association in order to take into account certain legislative or regulatory changes. The rest of the provisions of Articles 2 and 7 of the Company’s Articles of Association remain unchanged.

Amendment of Article 2 of the Articles of Association: removal of the reference to the Banking Law since codified in the French Monetary and Financial Code:

Current version of Article 2 of the Articles of Association Proposed new version of Article 2 of the Articles of Association

Article 2 – Corporate purpose

The Company’s corporate purpose, both in France and/or at any other location anywhere throughout the entire world, without any territorial restrictions whatsoever on its business activity, shall be as follows:

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  • the participation, pursuant to group policy, in cash management operations in accordance with Article 12-3 of the loi bancaire (Banking Law of 1984) whether as chef de file (manager) or not, either under the form of centralised cash management, centralised management of exchange rate risk, payments clearing within the group (netting), or by any other means authorised by applicable laws;
  • and the Company’s direct or indirect involvement in all transactions such as those listed above, by means of the creation of companies, the contribution to pre-existing companies, the merger or the alliance with such companies, the conveyance or the lease to companies and/or to any and all other persons, of all or part of its assets and rights (involving either movable property or real property), the subscription, the purchase or the sale of corporate securities and rights, interests in limited partnerships, advances, loans or otherwise.

Article 2 – Corporate purpose

The Company’s corporate purpose, both in France and/or at any other location anywhere throughout the entire world, without any territorial restrictions whatsoever on its business activity, shall be as follows:

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  • the participation, pursuant to group policy, in cash management operations in accordance with Article 12-3 of the loi bancaire (Banking Law of 1984) whether as chef de file (manager) or not, either under the form of centralised cash management, centralised management of exchange rate risk, payments clearing within the group (netting), or by any other means authorised by applicable laws;
  • and the Company’s direct or indirect involvement in all transactions such as those listed above, by means of the creation of companies, the contribution to pre-existing companies, the merger or the alliance with such companies, the conveyance or the lease to companies and/or to any and all other persons, of all or part of its assets and rights (involving either movable property or real property), the subscription, the purchase or the sale of corporate securities and rights, interests in limited partnerships, advances, loans or otherwise.
Proposed new version of Article 2 of the Articles of Association

Article 2 – Corporate purpose

The Company’s corporate purpose, both in France and/or at any other location anywhere throughout the entire world, without any territorial restrictions whatsoever on its business activity, shall be as follows:

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  • the participation, pursuant to group policy, in cash management operations in accordance with Article 12-3 of the loi bancaire (Banking Law of 1984) whether as chef de file (manager) or not, either under the form of centralised cash management, centralised management of exchange rate risk, payments clearing within the group (netting), or by any other means authorised by applicable laws in all financing and treasury transactions with companies of the Group;
  • and the Company's direct or indirect involvement in all transactions such as those listed above, by means of the creation of companies, the contribution to pre-existing companies, the merger or the alliance with such companies, the conveyance or the lease to companies and/or to any and all other persons, of all or part of its assets and rights (involving either movable property or real property), the subscription, the purchase or the sale of corporate securities and rights, interests in limited partnerships, advances, loans or otherwise.