The following table presents a summary of the delegations of authority and authorisations to increase or reduce the share capital that were in force on the filing date of this Universal Registration Document which the Board of Directors was granted by the Combined Shareholders’ Meeting of 7 May 2020, and the extent to which they have been used at 31 December 2021:
| Securities concerned/type of issue | Term of the authorisation and expiration | Maximum nominal increase in capital (in millions of euros) | Use of authorisations (in millions of euros) |
|---|---|---|---|
| Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription right | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription rightTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription rightMaximum nominal increase in capital (in millions of euros)365 (1) | Delegation of authority to the Board to increase the capital with maintenance of the shareholders’ preferential subscription rightUse of authorisations (in millions of euros) none |
| Capital increase, all securities | Capital increase, all securitiesTerm of the authorisation and expiration
|
Capital increase, all securitiesMaximum nominal increase in capital (in millions of euros)
|
Capital increase, all securitiesUse of authorisations (in millions of euros)
|
| Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription rightTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription rightMaximum nominal increase in capital (in millions of euros)290 (1) | Delegation of authority to the Board to increase the capital, by way of a public offering, with cancellation of the shareholders’ preferential subscription rightUse of authorisations (in millions of euros) none |
| Capital increase, all securities | Capital increase, all securitiesTerm of the authorisation and expiration
|
Capital increase, all securitiesMaximum nominal increase in capital (in millions of euros)
|
Capital increase, all securitiesUse of authorisations (in millions of euros)
|
| Delegation of authority to the Board to make offers for private placements (2) with cancellation of the shareholders’ preferential subscription right | Delegation of authority to the Board to make offers for private placements (2) with cancellation of the shareholders’ preferential subscription rightTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to make offers for private placements (2) with cancellation of the shareholders’ preferential subscription rightMaximum nominal increase in capital (in millions of euros)290 (1) and 20% of the share capital per year | Delegation of authority to the Board to make offers for private placements (2) with cancellation of the shareholders’ preferential subscription rightUse of authorisations (in millions of euros)Issue of 219,579,139 OCEANE bonds (3) |
| Capital increase, all securities | Capital increase, all securitiesTerm of the authorisation and expiration
|
Capital increase, all securitiesMaximum nominal increase in capital (in millions of euros)
|
Capital increase, all securitiesUse of authorisations (in millions of euros)
|
| Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rights | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rightsTerm of the authorisation and expiration26 months 7 July 2022 | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rightsMaximum nominal increase in capital (in millions of euros)15% the amount of the initial issue (1) | Authorisation for the Board to increase the number of securities to be issued in the event of a capital increase, with or without preferential subscription rightsUse of authorisations (in millions of euros) none |
| Capital increase, all securities | Capital increase, all securitiesTerm of the authorisation and expiration
|
Capital increase, all securitiesMaximum nominal increase in capital (in millions of euros)
|
Capital increase, all securitiesUse of authorisations (in millions of euros)
|
| Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwise | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseMaximum nominal increase in capital (in millions of euros) 1,000 |
Delegation of authority to the Board to increase the capital through the capitalisation of reserves, profits, premiums or otherwiseUse of authorisations (in millions of euros)
|
| Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the Company | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyMaximum nominal increase in capital (in millions of euros)145 (1) | Delegation of authority to the Board to increase the capital as consideration for a public exchange bid initiated by the CompanyUse of authorisations (in millions of euros) none |
| Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (4) | Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (4)Term of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (4)Maximum nominal increase in capital (in millions of euros)
10% the Company’s capital up to a maximum of 95 (1) |
Delegation of authority to the Board to increase the capital to remunerate in-kind contributions (4)Use of authorisations (in millions of euros) none |
| Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latter | Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latterTerm of the authorisation and expiration26 months 7 July 2022 | Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latterMaximum nominal increase in capital (in millions of euros) 15 |
Delegation of authority to the Board to increase the share capital in favour of members of savings plans with cancellation of preferential subscription rights in favour of the latterUse of authorisations (in millions of euros) none |
| Issues reserved for the personnel | Issues reserved for the personnelTerm of the authorisation and expiration
|
Issues reserved for the personnelMaximum nominal increase in capital (in millions of euros)
|
Issues reserved for the personnelUse of authorisations (in millions of euros)
|
(1) The nominal aggregate limit on the share capital increase of €365 million provided for in the twenty-second resolution submitted to the Shareholders’ Meeting of 7 May 2020, applies to all capital increases the nominal amount of which will be charged in consequence on this limit, with the exception of capital increases through capitalisation of reserves, premiums, profits or otherwise and capital increases that are reserved for savings plan members.
(2) Offers governed by Article L. 411-2 II of the French Monetary and Financial Code, in that they are exclusively intended for persons who provide investment portfolio management services on behalf of third parties or qualified investors or a restricted circle of investors acting on their own behalf.
(3) At the issue date, the OCEANEs represent a maximum nominal amount of capital increase, if all the OCEANEs were converted, of approximately €109.8 million, i.e. a remaining amount of €180.2 million
(4) Article L. 22-10-53 of the French Commercial Code.
