Christian Dior : Resolutions for the approval of the Combined Shareholders’ Meeting

Resolutions for the approval

of the Combined Shareholders' Meeting

of April 18, 2024

1. Ordinary resolutions

Resolutions 1 to 3: Approval of the parent company and consolidated annual financial statements for the 2023 fiscal year, appropriation of net profit and determination of dividend

| Explanatory statement

The purpose of the first two resolutions is to approve the annual financial statements of Christian Dior for fiscal year ended December 31, 2023, specifically:

• the parent company financial statement of Christian Dior, a société européenne (European company), (hereafter Christian Dior) which show a net profit of 2, 576.6 million euros (1st resolution), and
• the consolidated financial statements of the Group (2nd resolution).

The parent company and consolidated financial statements are set out in detail in the Financial Statements (included in the 2023 Annual Rapport).

In the third resolution, you are asked to provide for the allocation to approve a total gross dividend of

13.00 euros per share. Taking into account the interim dividend paid on December 6, 2023, the balance of the dividend is 7.50 euros per share, for which the ex-dividend date will be April 23, 2024 and payment will be made on April 25, 2024 (3rd resolution).

First resolution

Approval of the parent company financial statements for the fiscal year ended December 31, 2023

The Shareholders' Meeting, having examined the reports of the Board of Directors and the Statutory Auditors, approves the parent company financial statements for the fiscal year ended December 31, 2023, as presented, including the balance sheet, income statement and notes, as well as the transactions reflected in these statements and summarized in these reports, which show a net profit of 2,576,567,980.62 euros.

Second resolution

Approval of the consolidated financial statements for the fiscal year ended December 31, 2023

The Shareholders' Meeting, having examined the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the fiscal year ended December 31, 2023, as presented, including the balance sheet, income statement and notes, as well as the transactions reflected in these statements and summarized in these reports.

Third resolution

Appropriation of net profit - determination of dividend

The Shareholders' Meeting, having noted that the net profit for the fiscal year of 2,576,567,980.62 euros, plus retained earnings in an amount of 2,203,027,005.11 euros, form a distributable total of 4,779,594,985.73 euros, decides, on the recommendation of the Board of Directors, to allocate and distribute this amount for the fiscal year ended December 31, 2023 as follows:

Amount available for distribution (EUR)
Net profit	2,576,567,980.62
Retained earnings	2,203,027,005.11
Amount available for distribution	4,779,594,985.73
Proposed appropriation
Distribution of a gross dividend of 13.00 euros per share	2,346,597,708.00
Retained earnings	2,432,997,277.73
TOTAL	4,779,594,985.73

For information, as of December 31, 2023, the Company held 96,936 of its own shares.

Accordingly, the Shareholders' Meeting sets the gross cash dividend for the fiscal year ended December 31, 2023 to

13.00 euros per share. Given the interim dividend of 5.50 euros per share, which was paid in cash on December 6, 2023, the balance dividend is 7.50 euros per share. The ex-dividend date will be April 23, 2024 and payment will be made on April 25, 2024.

Since January 1, 2019, based on the tax legislation applicable to securities income, these dividends carry an entitlement to a tax deduction of 40% for private individuals who are French tax residents and who have opted for their income on all eligible securities to be taxed at a progressive rate.

Should the Company hold, at the time of payment of this final dividend, any treasury shares under authorizations granted, the corresponding amount of unpaid dividends will be allocated to retained earnings.

Distribution of dividends

As required by law, the Shareholders' Meeting notes that gross cash dividends per share paid out in respect of the past three fiscal years were as follows:

Fiscal year	Type	Payment date	Gross dividend
			(EUR)
December 31, 2022	Interim	December 5, 2022	5.00
	Final	April 27, 2023	7.00
	TOTAL		12.00
December 31, 2021	Interim	December 2, 2021	3.00
	Final	April 28, 2022	7.00
	TOTAL		10.00
December 31, 2020	Ordinary Interim	December 3, 2020	2.00
	Exceptional Interim	April 22, 2021	4.00
	TOTAL		6.00

4th Resolution: Related-party agreements

| Explanatory statement

You are asked to approve the related-party agreements referred to in the Statutory Auditors' special report.

(4th resolution).

The details of agreements entered into and authorized during precious years and which continued to be executed during fiscal year 2023 are also provided in the Statutory Auditors' special report (included in the 2023 Annual Report).

Fourth resolution

Approval of related-party agreements

The Shareholders' Meeting, having examined the Statutory Auditors' special report on the related-party agreements referred to in Article L. 225-38 of the French Commercial Code, approves the related-party agreements mentioned in the said report.

Resolutions 5 to 7: Membership of the Board of Directors

| Explanatory statement

Membership of the Board of Directors

As of December 31, 2023, the Board of Directors had nine (9) members.

As its meeting of January 25, 2024, the Board of Directors appreciated and reviewed the status of each Director currently in office, in particular with respect to the independence criteria defined in the AFEP/MEDEF Code. At the end of this review, four out of nine Directors, representing 44 % of the Board of Directors' membership, were thus considered to be independent.

More detailed information on the membership of the Board of Directors can be found in point 1.3 of the Board of Directors' report on corporate governance (included in the 2023 Annual Report).

Renewal of the terms of office of two directors

You are asked to renew the terms of office of Delphine Arnault and Hélène Desmarais as Directors (5th and

6th resolutions) for a three-year period until the end of the Ordinary Shareholders' Meeting convened in 2027 to approve the financial statements of the previous fiscal year.

Renewal of the term of office of the Advisory Board member

You are asked to renew Jaime de Marichalar Y Saenz de Tejada's term of office as Advisory Board member (7th resolution) for a three-year period, until the end of the Ordinary Shareholders' Meeting convened in 2027 to approve the financial statements of the previous fiscal year.

Fifth resolution

Renewal of Delphine Arnault's term of office as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Delphine Arnault's term of office as Director for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2027 to approve the financial statements of the previous fiscal year

Sixth resolution

Renewal of Hélène Desmarais's term of office as a Director

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Hélène Desmarais's term of office as Director for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2027 to approve the financial statements of the previous fiscal year.

Seventh resolution

Renewal of Jaime de Marichalar y Saenz de Tejada's term of office as a Advisory Board member

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to renew Jaime de Marichalar y Saenz de Tejada's term of office as Advisory Board member for a three-year-period until the end of the Ordinary Shareholders' Meeting convened in 2027 to approve the financial statements of the previous fiscal year.

8th Resolution: Appointment of Deloitte & Associés as Statutory Auditor in charge of certifying sustainability report

| Explanatory statement

Under French Ordinance No. 2023-1142 of December 6, 2023 and decree No. 2023-1394 of December 30, 2023 transposing Directive (EU) No. 2022/2464 of December 14, 2022 (the « CSRD »), undertakings whose securities are admitted for trading on a regulated market are subject to new reporting obligations involving the publication and certification of sustainability matters (impacts on and risks for the environment, society, people, the entire ecosystem of the Company, etc.).

Pursuant to paragraph III of Article L. 233-28-4 of the French Commercial Code, this information must be certified by a Statutory Auditor or an independent third party body that must be specifically appointed by the Shareholders' Meeting as specified in the provisions of Title II, Book VIII of said Code.

In accordance with these provisions, you are asked to appoint Deloitte & Associés as Statutory Auditor in charge of certifying the Company's sustainability reporting for a fiscal year lenght (i.e. the remainder of its term of office as the Statutory Auditor responsible for certifying the financial statements), on the understanding that Deloitte & Associés will be represented by a natural person meeting the criteria required to certify sustainability information, in accordance with the conditions provided for in Article L. 821-18 of the French Commercial Code. (8th resolution).

Eighth resolution

Appointment of Deloitte & Associés as Statutory Auditor in charge of certifying sustainability report

The Shareholders' Meeting, having examined the Board of Directors' Report on the draft resolutions, decides to appoint Deloitte & Associés in charge of certifying sustainability reporting for a one-year-period until the end of the Ordinary Shareholders' Meeting convened in 2025 to approve the financial statements of the previous fiscal year.

Resolution 9 to 14: Compensation policy

| Explanatory statement

The « Say on Pay » vote is a mechanism whereby shareholders can vote on the compensation of executive officers and senior executive officers, as follow:

• An ex-postvote whereby the shareholders vote each year on the compensation paid during or awarded in respect of the previous fiscal year to all executive officers.
  In the context of the ex-post vote, you are asked to approve the information referred to in section I of Article L.
  22-10-9 of the French Commercial Code on the compensation of:
• • all the executive officers (9th resolution) ;
  • the senior executive officers (10th et 11th resolutions).

Information on the compensation paid during or awarded in respect of fiscal year 2023 is provided in point 2.2

of the Board of Directors' report on corporate governance (included in the 2023 Annual Report).

• An ex-antevote whereby the shareholders vote each year on the compensation policy applicable to all executive officers.
  In the context of the ex-ante vote, you are asked to approve the compensation policy applicable to:
• • the Directors (12th resolution);
  • the Chairman and Chief Executive Officer (13th resolution);
  • the Group Managing Directors (14th resolution).

The compensation policy applicable to the executive officers approved by the Board of Directors as its meeting on January 25, 2024, made by the Governance and Compensation Committee on January 25, 2024, is set out in point 2.1 of the Board of Directors' report on corporate governance (included in the 2023 Annual Report).

Ninth resolution

Approval of the information on the compensation of executive officers referred to in section I of Article L. 22-10-9 of the French Commercial Code

The Shareholders' Meeting, having examined the Board of Directors' Report on Corporate Governance as referred to in Article L.225-37 of the French Commercial Code, approves, pursuant to section I of Article L. 22-10-34 of the said Code, the information on the compensation of executive officers referred to in section I of Article L. 22-10-9 of the French Commercial Code as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report).

Tenth resolution

Approval of the items of compensation paid during fiscal year 2023 and awarded in respect of that year to the Chairman of the Board of Directors, Bernard Arnault

The Shareholders' Meeting, pursuant to sections I and II of Article L. 22-10-34 I of the French Commercial Code approves the information referred to in section I of Article L. 22-10-9 of said Code as well as all items making up the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2023 to Bernard Arnault as Chairman of the Board of Directors (with the understanding that no fixed, variable or exceptional compensation, other than that paid or awarded to him for his term of Chairman of the Board of Directors of Christian Dior SE, was either paid or due to Bernard Arnault as Chairman of the Board of Directors of Christian Dior SE during or in respect of fiscal year 2023), as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report) and in point 4.2 of the Board of Directors' Report on the draft resolutions, which are contained in the convening brochure for the Shareholders' Meeting.

Eleventh resolution

Approval of the items of compensation paid during fiscal year 2023 and awarded in respect of that year to the Chief Executive Officer, Antoine Arnault

The Shareholders' Meeting, pursuant to sections I and II of Article L. 22-10-34 of the French Commercial Code, approves the information referred to in section I of Article L. 22-10-9 of the said Code as well as all items making up the total compensation and benefits in kind paid during and awarded in respect of the fiscal year ended December 31, 2023 to Antoine Arnault as Chief Executive Officer (with the understanding that no variable or exceptional compensation was either paid or due to Antoine Arnault as Chief Executive Officer of Christian Dior SE during or in respect of fiscal year 2023), as presented in point 2.2 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report) and in point 4.2 of the Board of Directors' Report on the Draft Resolutions, which are contained in the convening brochure for the Shareholders' Meeting.

Twelfth resolution

Approval of the compensation policy for Directors

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy

applicable to non-senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Directors, as set out in point 2.1.1 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report).

Thirteenth resolution

Approval of the compensation policy for the Chairman of the Board of Directors

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy applicable to senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Chairman of the Board of Directors as presented in point 2.1.2 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report).

Fourteenth resolution

Approval of the compensation policy for the Chief Executive Officer

The Shareholders' Meeting, having examined the Board of Directors' Report on corporate governance prepared in accordance with Article L. 225-37 of the French Commercial Code and describing the items of the compensation policy applicable to senior executive officers, approves, pursuant to section II of Article L. 22-10-8 of the French Commercial Code, the compensation policy applicable to the Chief Executive Officer as presented in point 2.1.2 of the Board of Directors' Report on corporate governance (included in the 2023 Annual Report).

15th Resolution: Authorization for the Company to purchase its own shares (articles L. 22-10-62et seq. of the French Commercial Code)

| Explanatory statement

As the authorization granted to the Board of Directors to trade in the Company's shares expires on October 19, 2024, you are asked to issue a new authorization to the Board if Directors to allow the Company to purchase its own shares (15th resolution).

This new authorization shall take effect from the date of this Shareholders' Meeting for a period of 18 months, i.e. until October 17, 2025, and renders null and void the unused portion of the authorization granted to the Board of Directors by the Shereholders' Meeting of April 20, 2023 pursuant to its sixteenth resolution.

The maximum purchase price per share shall be set at 1,200 euros. The authorization would cover a maximum of 10% of the share capital, corresponding to 18,050,751 shares on the basis of the share capital under the Bylaws as of December 31, 2023.

Fifteenth resolution

Authorization to be granted to the Board of Directors, for a period of eighteen months, to trade in the Company's shares for a maximum purchase price of 1,200 euros per share, thus a maximum cumulative amount of 21.7 billion euros

The Shareholders' Meeting, having examined the Board of Directors' Report on the Draft Resolutions, authorizes this body, which may delegate its powers in this regard, to purchase the Company's own shares, in accordance with the provisions of Articles L. 22-10-62et seq. of the French Commercial Code and of European Regulation (EU) No. 596/2014 of April 16, 2014.

Shares may be acquired to meet any objective compatible with provisions in force at the time, and in particular to:

1. provide market liquidity or share liquidity services (purchases/sales) via an investment service provider acting independently as part of a liquidity contract set up by the Company in compliance with the AMF-approved AMAFI Ethics Charter;
2. cover stock option plans, awards of bonus share or of any other shares, or share-based payment plans for employees or executive officers of the Company or of any related undertaking under the conditions provided by the French Commercial Code, in particular its Articles L. 225-180 and L. 225-197-2;
3. cover debt securities that may be exchanged for Company's shares and, more generally, securities giving access to the Company's shares, notably by way of conversion, tendering of a coupon, redemption or exchange;
4. be retired subject to the approval of the sixteenth resolution by this Shareholders' Meeting; or
5. be held and later presented for consideration as an exchange or payment in connection with external growth operations, up to a maximum of 5% of the share capital;
6. more generally, carry out any permitted transactions or any transaction that would be authorized in future under regulations in force at that time, or that would involve an already accepted market practice or one that would come to be accepted by the French Financial Market Authority (Autorité des marchés financiers - AMF).

The purchase price at which the Company may acquire its own shares is set at 1,200 euros per share, with the understanding that the Company may not purchase shares at a price that exceeds the higher of the following two values: the last quoted share price after the execution of a transaction in which the Company was not a stakeholder or the highest independent purchase offer in progress on the trading platform on which the purchase would be made.

In the event of a capital increase through the capitalization of reserves and bonus share awards as well as in cases of a stock split or reverse stock split, the purchase price indicated above will be adjusted by a multiplying coefficient equal to the ratio of the number of shares making up the Company's share capital before and after the transaction.

The maximum number of shares that may be purchased during the share repurchase program may not exceed 10% of the share capital, adjusted to reflect transactions affecting the share capital occurring after this Shareholders' Meeting, it being specified that (i) if this authorization is used in the specific case of shares repurchased under the liquidity contract in accordance with Article L. 22-10-62, par. 2 of the French Commercial Code, the number of shares taken into account to calculate the 10% limit corresponds to the number of shares purchased after deduction of the number of shares that may be resold throughout the authorization period and (ii) the number of treasury shares to be used for payment or exchange in the context of a merger, spin-off or tender may not exceed 5% of the capital as of the date of the operation.

As of December 31, 2023, the limit of 10% of the share capital corresponded to 18,050,751 shares. The total amount dedicated to these purchases may not exceed 21.7 billion euros.

The share purchase transactions described above, as well as any sale or transfer of these shares, may be carried out by any method in compliance with applicable law and regulations, including through negotiated transactions.

All necessary powers are granted to the Board of Directors with a view to ensuring the execution of this authorization. The Board of Directors may delegate said powers to the Chief Executive Officer or, where applicable and with the latter's consent, to a Group Managing Director, both of whom may sub-delegate the execution of share purchase transactions implemented under the conditions provided for by law, in order to:

• decide on the implementation of this authorization;
• adjust the aforementioned maximum purchase price to reflect, in the event of a change in the share's nominal value, an increase in the share capital through the capitalization of reserves and bonus share awards, a stock split or reverse stock split, the distribution of reserves or of any other assets, the redemption of share capital or any other transaction affecting equity, the impact of such transactions on the share's value;
• set the terms and conditions under which will be protected, if applicable, the rights of the holders of securities giving access to the share capital or of share subscription or share purchase options, or the rights of those eligible to receive bonus shares, in accordance with legal, regulatory or contractual provisions;
• place any stock market orders, enter into any contracts, sign any documents, or enter into any agreements, particularly for keeping records of share purchases and sales, in accordance with the regulations in force;
• file any declarations, carry out any formalities, and generally take any necessary action.

Unless it obtains prior authorization from the Shareholders' Meeting, the Board of Directors may not take the decision to use this delegation of authority as from the date on which a third party files a proposal for a tender offer for the shares of the Company and until the end of the offer period.

This authorization shall take effect from the close of this Shareholders' Meeting for a period of eignteen months and invalidates the authorization of the same nature, or any remaining unused portion thereof, granted to the Board of Directors by the Shareholders' Meeting of April 20, 2023 pursuant to its sixteenth resolution.

2. Extraordinary resolutions

16th resolution: Retiring shares acquired by the Company to reduce the share under Article L. 22-10-62 of the French Commercial Code

| Explanatory statement

As the authorization granted to the Board of Directors by the Shareholders' Meeting of April 20, 2023 under its seventeenth resolution will expire on October 19, 2024, you are asked to renew the authorization granted to the Board to reduce the Company's share capital by retiring some or all of the shares acquired or to be acquired by the Company, up to a maximum of 10% of the share capital per 24-month period.

This new authorization would take effect from the close of this Shareholders' Meeting for a period of 18 months, i.e. until October 17, 2025, and would render null and void the unused portion of the authorization granted to the Board of Directors by the Shareholders' Meeting of April 20, 2023 pursuant to its seventeenth resolution.

Sixteenth resolution

Authorization to be granted to the Board of Directors, for a period of eighteen months, to reduce the share capital by retiring Company's shares acquired under Article L. 22-10-62

The Shareholders' Meeting, having examined the Board of Directors' Report on the Draft Resolutions and the Statutory Auditors' report, and in accordance with the provisions of Article L.22-10-62 of the French Commercial Code,

1. authorizes the Board of Directors to reduce the Company's share capital on one or more occasions, in the proportions and at the times it shall decide, through the cancellation of some or all of the shares acquired or to be acquired by the Company itself, up to a maximum of 10% of the share capital per 24-month period, it being specified that this limit shall apply to an amount of the Company's share capital that will be adjusted, as appropriate, to take into account transactions affecting the share capital occurring after this Shareholders' Meeting;
2. sets at eighteen months the period of validity of this authorization and notes that this delegation of authority renders null and void the unused portion of the authorization granted by the Shareholders' Meeting of April 20, 2023 in its seventeenth resolution;
3. grants all powers to the Board of Directors to perform and record the share cancellation and capital reduction transactions allowed under this authorization, carry out all required acts and formalities to this end (in particular filing any declarations with the Autorité des marchés financiers), deduct the difference between the purchase value of the canceled shares and their par value from additional paid-in capital or other distributable reserves, reallocate the portion of the legal reserve having become available as a result of the capital reduction, amend the Bylaws accordingly, and generally take any necessary action.

17th resolution: Delegation of authority to be granted to the Board of Directors to increase the share capital through the capitalization of profits, reserves, additional paid-in capital or other items

| Explanatory statement

As the delegation of authority granted by the Shareholders' Meeting of April 21, 2022 in its 18th resolution will expire on June 20, 2024, you are asked to renew this delegation of authority to the Board of Directors for a further period of twenty- six months, to increase the share capital through the capitalization of profit, reserves, additional paid-in capital or other items. The maximum nominal amount of capital increases that may be carried out is set at one hundred twenty (120) million euros.

Seventeenth resolution

Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, to increase the share capital through the capitalization of profits, reserves, additional paid-in capital or other items

The Shareholders' Meeting, having examined the Board of Directors' report on the draft resolutions and in accordance with the provisions of the French Commercial Code, in particular those set forth in its Articles L. 225-129, L. 225-129-2, L. 225-130 and L. 22-10-50, having met the quorum and voting requirements for Ordinary Shareholders' Meetings,

1. delegates its authority to the Board of Directors to carry out, in the amounts and at the times it sees fit, one or more capital increases through the capitalization of all or a portion of profits, reserves, additional paid-in capital or other items as permitted by law and the Company's Bylaws, including in combination with a capital increase in cash, pursuant to the eighteenth, nineteenth, twentieth and twenty-first resolutions, provided they are approved by this Meeting, or as authorized under resolutions on the same subject that might supersede any of these resolutions during the validity period of this delegation, by way of awards of ordinary shares or by increasing the par value of existing shares, or by combining these two approaches. However, the Board of Directors may not take the decision to use this delegation of authority, unless it obtains prior authorization from the Shareholders' Meeting, as from the date on which a third party files a proposal for a tender offer for the Company's shares and until the end of the offer period;
2. decides that if the Board of Directors uses this delegation of authority, the maximum nominal amount of capital increases that may be carried out is set at one hundred twenty (120) million euros,
3. • it being specified that the nominal amount of any issues under this resolution will count toward the overall limit set out in the twenty-seventh resolution below, provided it is approved by this Meeting, or toward a limit that may be stipulated by any resolution on the same subject that might supersede this resolution during the validity period of this delegation,
   • it being specified that to the aforementioned limit may be added to the total par value of any shares to be issued to protect the rights of holders of securities giving access to the share capital, share subscription options, or share purchase options, or the rights of those eligible to receive bonus shares;
4. grants this delegation of authority for a period of twenty-six months from the date of this Meeting and takes note that this delegation supersedes, as from the date hereof, that granted by the Shareholders' Meeting of April 21, 2022 in its eighteenth resolution;

4. takes note that this delegation of authority gives the Board of Directors full powers, which it may sub-delegate to the Chief Executive Officer or, where applicable and with the latter's consent, to a Group Managing Director, to implement this delegation, subject to the terms and conditions defined by law, and in particular to:

• determine the total amount and nature of the items to be capitalized, determine the number of new shares to be issued and/or the new par value of the shares representing the share capital, and determine the date, which may be retroactive, from which the new shares will carry dividend rights or the effective date of the increase in par value,
• decide that rights to fractions of shares will not be transferable, that the corresponding shares will be sold in accordance with the procedures set forth in applicable regulations, and that the proceeds from this sale will be allocated to the holders of these rights,
• make any adjustments that may be necessary to account for the impact of any transactions affecting the Company's share capital (in particular, a change in the par value of shares, a capital increase through the capitalization of additional paid-in capital, reserves, profits or other items, bonus share awards, a stock split or a reverse stock split, a distribution of reserves or of any other assets, a redemption of share capital or any other transaction affecting equity) and lay down the measures that may be necessary to protect the rights of the holders of securities giving future access to the share capital,
• and generally, enter into any agreement necessary to ensure the successful completion of the planned issues, take any measures and decisions and complete any formalities that may be necessary for the issuance, listing and financial servicing of the securities issued pursuant to this delegation and for the exercise of any rights that may be attached to these securities or that may result from the capital increases.

18th resolution: Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing shares with preferential subscription rights

| Explanatory statement

As the delegation of authority granted by the Shareholders' Meeting of April 21, 2022 in its 19th resolution will expire on June 20, 2024, you are asked to renew this delegation of authority to the Board of Directors for a further period of twenty- six months, to increase the share capital, with preferential subscription rights for shareholders, through the issue of the Company's ordinary shares or any securities of any type whatsoever giving access by any means, immediately and/or in the future, to new shares to be issued by the Company.

The maximum nominal amount (excluding issue premiums) of the capital increases that may be carried out immediately or over time under this resolution is set at one hundred twenty (120) million euros.

Eighteenth resolution

Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, to issue ordinary shares and/or equity securities giving access to other equity securities or that confer rights to the allocation of debt securities, and/or securities giving access to equity securities to be issued, with preferential subscription rights

The Shareholders' Meeting, having examined the Board of Directors' report on the draft resolutions and the Statutory Auditors' Special Report and in accordance with the provisions of the French Commercial Code, in particular those set forth in its Articles L. 225-127 to L. 225-129-6, L. 22-10-49, L. 225-132 to L. 225-134, and L. 228-91 to L. 228-92,

1. delegates its authority to the Board of Directors to issue, on one or more occasions and in the amounts and at the times it sees fit, on the French and/or international market, by way of public offerings, in euros or in any other currency or unit of account based on a basket of currencies, and with preferential subscription rights, ordinary shares and/or equity securities giving access to other equity securities or that confer rights to the allocation of debt securities and/or conventional or hybrid securities of any type, including subscription warrants issued on a standalone basis, giving either immediate or future access, at any time or on a predetermined date, to equity securities to be issued by the Company, by subscription to be paid up either in cash or by offsetting of receivables, conversion, exchange, redemption, the tendering of a warrant or in any other manner, with the understanding that debt securities may be issued with or without guarantees and in forms, at rates, and under the terms and conditions deemed appropriate by the Board of Directors, it being specified that the issuance of preference shares or securities giving immediate or future access to preference shares is excluded from the scope of this delegation. However, the Board of Directors may not take the decision to use this delegation of authority, unless it obtains prior authorization from the Shareholders' Meeting, as from the date on which a third party files a proposal for a tender offer for the Company's shares and until the end of the offer period;
2. decides that if the Board of Directors uses this delegation of authority,
3. • the maximum nominal amount (excluding issue premiums) of the capital increases that may be carried out immediately or over time under this resolution is set at one hundred twenty (120) million euros, it being specified

that the nominal amount of any issues under this resolution will count toward the overall limit set out in the twenty-seventh resolution below, provided it is approved by this Meeting, or toward a limit that may be stipulated by any resolution on the same subject that might supersede this resolution during the validity period of this delegation,

1. • in the event of a capital increase through the capitalization of additional paid-in capital, reserves, profits or other items in the form of awards of bonus shares during the validity period of this delegation of authority, the aforementioned nominal amount will be adjusted by a multiplying coefficient equal to the ratio of the number of shares making up the share capital after the transaction to this number before the transaction,
   • to this limit will be added the total nominal amount of any additional shares that may need to be issued in the event of further financial transactions to protect the rights of holders of securities giving future access to the share capital, share subscription options, or share purchase options, or the rights of those eligible to receive bonus shares,
   • the total nominal amount of the Company's debt securities that may be issued pursuant to this delegation of authority may not exceed ten (10) billion euros or an equivalent value in a foreign currency as of the date any issue is decided, it being specified that the nominal amount of debt securities to be issued under the nineteenth, twentieth, twenty-first,twenty-second and twenty-third resolutions, provided they are approved by this Meeting, or to be issued as authorized under resolutions on the same subjects that might supersede any of these resolutions during the validity period of this delegation, will count toward this total amount;
2. grants this delegation of authority for a period of twenty-six months from the date of this Meeting and takes note that this delegation supersedes, as from the date hereof, that granted by the Shareholders' Meeting of April 21, 2022 in its nineteenth resolution;
3. if the Board of Directors uses this delegation of authority:
4. • decides that the shareholders will have preferential subscription rights and will be entitled to subscribe on an irreducible basis in proportion to the number of shares they hold at the time, with the understanding that the Board of Directors will have the power to grant reducible subscription rights and to provide an overallotment option designed exclusively to meet unfilled reducible subscription orders,
   • decides that, if the subscriptions made on an irreducible basis and, where applicable, on a reducible basis, have not absorbed the entire issue, the Board of Directors may make use of the various means provided by law in the order it deems appropriate and, in particular, may offer to the public, either in France or abroad, all or a portion of the unsubscribed shares and/or securities,
   • decides that subscription warrants for the Company's shares may be issued through a subscription offer subject to the aforementioned conditions, and may also be granted free of charge to the holders of the previously existing shares,
   • decides that if standalone share subscription warrants are granted free of charge, the Board of Directors may decide that the rights to acquire fractions of shares will not be transferable and that the corresponding shares will be sold,
   • takes note that, should this delegation of authority be used, the decision to issue securities giving access to the share capital will entail, in favor of the holders of these securities, the express waiver by the shareholders of their preferential rights to subscribe for the shares to which these securities will give access;
5. decides that the Board of Directors may suspend the exercise of the rights attached to the securities issued for a period of up to three months and may take all appropriate steps to ensure that adjustments are made as required by laws and regulations in force or, where applicable, by contractual clauses that protect the rights of the holders of securities giving access to the Company's share capital;
6. grants full powers to the Board of Directors, which may delegate these powers to the Chief Executive Officer or, where applicable and with the latter's consent, to a Group Managing Director, in order to:
7. • implement this delegation, subject to the terms and conditions laid down by law,
   • offset the capital increase costs against the amount of the corresponding share premiums and deduct from that amount any sum that may be necessary to bring the legal reserve up to one-tenth of the new share capital after each increase,
   • determine and make any adjustments that may be necessary to account for the impact of any transactions affecting the Company's share capital (in particular, in the event of a change in the par value of shares, a capital increase through the capitalization of additional paid-in capital, reserves, profits or other items, bonus share awards, a stock split or reverse stock split, the distribution of reserves or of any other assets, the redemption of share capital or any other transaction affecting equity) and lay down the measures that may be necessary to protect the rights of the holders of securities giving future access to the share capital,

and generally, enter into any agreement necessary to ensure the successful completion of the planned issues, take any measures and decisions and complete any formalities that may be necessary for the issuance, listing and financial