By virtue of this delegation, the Board of Directors, in its meeting of 7 September 2020, decided in particular:
(i) to authorize in principle: (x) the issue, by way of a public offering as referred to in Article L. 411-2, 1° of the French Monetary and Financial Code (known as a “private placement”), with cancellation of the shareholders’ preferential subscription right and without a priority period, of a loan represented by the OCEANEs Green bonds, for a maximum nominal amount of 2.4 billion euros, and (y) the capital increase resulting from the possible conversion of the OCEANEsGreen bonds into new ordinary shares of the Company, up to a maximum nominal amount of 290 million euros, not including the nominal amount of any additional shares to be issued to preserve the rights of holders of securities giving access to the capital, in accordance with the legal provisions in force or the terms of the OCEANEs Vertes;
(ii) that the OCEANEs Green bonds would be offered in an offering exclusively to qualified investors, within the meaning of Article 2(e) of Regulation (EU)2017/1129 of 14 June 2017, in France and outside France, in accordance with the so-called order book construction procedure, as developed by professional practice, with the exception of the United States of America, Australia and Japan;
(iii) that the main terms and conditions governing the OCEANEs Green bonds would be set, in particular within the following limits:
− amount: the nominal amount of the loan represented by the OCEANEs Green bonds would be a maximum of 2.4 billion euros;
− premium: the unit par value of the OCEANEs Green bonds would result in a conversion premium of at least 25% over the volume-weighted average of the Company’s share price on the regulated market of Euronext Paris(“Euronext Paris”) as from the launch of the OCEANEs Green bonds offering until the time at which the final terms and conditions of theOCEANEs Green bonds are determined on the day of the launch of the issue;
− rate: the OCEANEs Green bonds would not bear interest;
− term: the maturity of the OCEANEs Green bonds would be between 3 and 5 years from the issue date;
− early redemption: the OCEANEs Green bonds might need to be redeemed by the Company in the event of a default or delisting of the Company, subject to certain conditions;
− adjustment of the conversion/exchange ratio: in addition to the cases of adjustment provided for by law, the conversion/exchange ratio of the OCEANEs Green bonds would be adjusted in particular in the event of a dividend distribution; and
− admission to trading: the OCEANEs Green bonds would be admitted to trading on the Euronext Access multilateral trading facility operated byEuronext in Paris (“Euronext Access”).
The Board of Directors also decided, in accordance with the provisions of Article L. 225-129-4 of the French Commercial Code, under the conditions and within the limits set by the 24th resolution of the 2020 General Meeting, to sub-delegate to the Chairman and Chief Executive Officer, for a term expiring on 30 November 2020, the powers necessary to, inter alia: issue the OCEANEs Green bonds; set the final terms, conditions and procedures for said issue, including the timetable for the transaction; prepare a draft of the report provided for in Articles L. 225-129-5 and R. 225-116 of the French Commercial Code and submit said draft to the Board ofDirectors; and, more generally, with the option to sub-delegate, take any and all useful measures, enter into any and all agreements, request any and all authorisations, carry out any and all formalities, and do all that is necessary to successfully complete the planned issues.
On 8 September 2020, the Chairman and Chief Executive Officer, acting pursuant to a sub-delegation of authority from the Board of Directors, in accordance with the 24th resolution of the 2020 General Meeting, the decision of the Board of Directors of 7 September 2020 and the provisions of Article L. 225-129-4 of the FrenchCommercial Code, decided, inter alia:
(i) after ascertaining that the share capital of the Company has been fully paid up, to proceed with the launch by the Company of a bond issue represented by theOCEANEs Green bonds, by way of a public offering referred to in Article L. 411-2,1° of the French Monetary and Financial Code (known as a “private placement”), with cancellation of the shareholders’ preferential subscription right and without a priority period, subject to market conditions;
(ii) that the placement of the OCEANEs Green bonds would take place on the same day, in the context of a public offering exclusively to qualified investors, within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of 14 June 2017, inFrance and outside France, in accordance with the procedure known as the order book construction procedure, as developed by professional practices, with the exception of the United States of America, Australia and Japan;
(iii) to set the indicative terms for the OCEANEs Green bonds;
(iv) to adopt the indicative terms and conditions of the OCEANEs Green bonds;
(v) that the final terms for the issue (in particular the number of OCEANEs Green bonds to be issued, their par value per unit and the redemption yield) would be determined at the end of the order book construction procedure referred to above and would be the subject of a subsequent decision by the Chairman and Chief Executive Officer;
(vi) that the proceeds of the issue of the OCEANEs Green bonds shall be used, inter alia, to finance or refinance, in whole or in part, either directly or indirectly, eligible investments in accordance with the Company’s Green Bond Framework; and
(vii) to request that the OCEANEs Green bonds be admitted to trading on Euronext Access.
The underwriters of the transaction thus proceeded with the placement of the OCEANEs Green bonds, in a public offering exclusively to qualified investors, within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of 14 June 2017, in France and outside France, in accordance with the order book construction procedure, as developed by professional practice, with the exception of the United States ofAmerica, Australia and Japan, in accordance with the rules specific to each country in which the placement was made under the aforementioned procedure.
On the same day, using the powers granted to him by the Board of Directors on 7 September 2020, in accordance with the 24th resolution of the 2020 General Meeting, the decision of the Board of Directors of 7 September 2020 and the provisions of Article L. 225-129-4 of the French Commercial Code, after as certaining that the Company’s share capital was fully paid up and that, since 7 May 2020, no decision to issue securities had been taken pursuant to the delegations of authority granted under the 22nd to the 30th resolutions adopted by the 2020 General Meeting, the Chairman and Chief Executive Officer of the Company, at the end of the order book construction procedure, determined the final terms for the OCEANEs Green bonds, certain characteristics of which are summarised below, and decided to proceed with the issue of the OCEANEs Green bonds in accordance with such terms (the Issue”).
