Claranova : Avis de Convocation BALO - March 20, 2024 - Convening Notice - English version

Unofficial convenience translation of the French original for information purposes of the BALO Bulletin° 35 of March 20, 2024

CLARANOVA S.E.

A European company (Societas Europaea or SE) with capital of €57,206,910

Registered office: Immeuble Adamas, 2 rue Berthelot, CS 80141

92414 Courbevoie Cedex

Registered in Nanterre (RCS No.°329°764°625)

SECOND CONVENING NOTICE

TO THE COMBINED GENERAL MEETING

(AVIS DE CONVOCATION)

And addendum to the preliminary convening notice published in Bulletin des Annonces Légales Obligatoires No.°26 of Feb. 28, 2024

The shareholders of CLARANOVA S.E. (the "Company") are invited to attend to the Combined Annual Ordinary and Extraordinary General Meeting (the "Combined General Meeting") on Friday April 5, 2024, at 3 pm at 1, Parvis de la Défense, DESKEO La Défense - Grande Arche, Auditorium de la Grande Arche de la Défense, 92800 Puteaux, France in order to deliberate on the following agenda:

Agenda

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

1. Approval of the revised "ex ante" compensation policy for the Company's CEO for FY 2023-2024
2. Approval of the revised "ex ante" compensation policy for the Company's Deputy CEO for FY 2023-2024
3. Approval of the revised "ex ante" compensation policy for the Company's non-executive officers for FY 2023-2024
4. Approval of the revised "ex ante" compensation policy for the Chairman of the Board of Directors of the Company for FY 2023-2024

RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING

1. Authorization to be given to the Board of Directors, in accordance with Articles L. 225-197-1 to L. 225- 197-5 and L. 22-10-59 of the French Commercial Code, to grant existing or future performance shares to the Deputy CEO without consideration, with shareholders waiving their preferential subscription rights)
2. Authorization to be given to the Board of Directors, in accordance with the provisions of Article L. 22- 10-60, 1° of the French Commercial Code, to grant restricted stock units under the conditions set out in Articles L. 225-197-1 to L. 225-197-5 and L. 22-10-59 of the French Commercial Code, with shareholders waiving their preferential subscription rights.
3. Authorization to be given to the Board of Directors, in accordance with the provisions of article L. 22- 10-60, 2° of the French Commercial Code, to grant options, under the conditions set out in articles L. 225-129 et seq., L. 225-177 to 225-186 and L. 22-10-56 to L. 22-10-58 and L. 22-10-60 of the French Commercial Code, for the benefit of all employees of the Company and at least 90% of the employees of its subsidiaries as defined in Article L. 233-1 of the French Commercial Code and governed by Article L. 210-3 of the same Code, with shareholders waiving their preferential subscription rights.
4. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to equity securities of the Company, any subsidiary and/or any other company affiliated thereto, maintaining the preferential subscription right
5. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities of the of the Company, any subsidiary and/or any other company affiliated thereto, with the cancellation of the preferential subscription right, through a public offering and with an option to grant a priority right
6. Delegation of authority to the Board of Directors to issue debt securities giving access to the capital of subsidiaries of the Company and/or of any other company affiliated thereto (to be used outside periods of public offerings)
7. Delegation of authority to the Board of Directors to proceed with a capital increase, without preferential subscription rights, by issuing shares, equity securities giving access to other equity securities or granting a right to the allotment of debt securities and/or securities giving access to equity securities of the Company, any subsidiary and/or any other company related to the Company, as part of an offering governed by Article L. 411-2 1° of the French Monetary and Financial Code, reserved for a limited number of investors ("cercle restreint d'investisseurs")

1. Authorization to be granted in accordance with Article L. 22-10-52° paragraph 2 of the French Commercial Code to the Board of Directors to set the issue price of shares, securities in the form of equity securities giving access to other equity securities or entitlement to the allotment of debt securities and/or securities giving access to equity securities, canceling the preferential subscription rights within the framework of the delegation of authority covered by the ninth, tenth and eleventh resolutions.
2. Delegation of authority to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to equity securities, with the cancellation of the preferential subscription right, in favor of a specific category of individuals
3. Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase giving access to the share capital of the Company, any subsidiary and/or any other company affiliated thereto, with or without preferential subscription rights
4. Delegation of authority to the Board of Directors to issue shares and securities giving access to the capital of the Company, one of its subsidiaries and/or another company as consideration for contributions in kind
5. Delegation of authority to the Board of Directors for the purpose of issuing securities through a capital increase in the event of a public exchange offer initiated by the Company
6. Delegation of authority to the Board of Directors to issue, on one or more occasions, share warrants giving entitlement to subscribe for new ordinary shares in the Company, with shareholders' preferential subscription rights waived, for the benefit of specified categories of persons.
7. Setting the maximum amount of issues that may be carried out by virtue of the delegations of authority granted
8. Delegation of authority to the Board of Directors to carry out a capital increase by issuing shares or securities giving access to the capital, reserved for participants in a company stock ownership plan, with cancellation of preferential subscription rights in favor of the latter
9. Modification of article 15 of the Company's Articles of Association to allow the Board of Directors to be called by the Vice-Chair of the Board of Directors and to abolish the casting vote of the Chairman of the Board of Directors.

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

Resolution A. added at the request of shareholders of the Company and not approved by the Board of Directors

1. Termination of Mr. Francis Meston's appointment as member of Claranova's Board of Directors

Resolution B. added at the request of shareholders of the Company and not approved by the Board of Directors

1. Termination of Mr. Roger Bloxberg's appointment as member of Claranova's Board of Directors

Resolution C. added at the request of shareholders of the Company and not approved by the Board of Directors

1. Appointment of Mr. Cyrille Crocquevieille as Director

21. Powers for formalities

Shareholders' attention is drawn to the fact that the agenda and draft resolutions presented in the preliminary convening notice published in the French publication for legal announcements (Bulletin des Annonces Légales Obligatoires or BALO) No. 26 of February 28, 2024 have been amended and completed in order to take into account certain adjustments decided by the Board of Directors on March 14, 2024 as well as the addition or amendment of certain resolutions submitted by certain shareholders. Based on the above, the draft resolutions to be submitted to the Annual General Meeting are those set out below.

RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING

FIRST RESOLUTION (Approval of the revised "ex ante" compensation policy for the Company's CEO for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, after considering Chapter 3 of the Company's FY 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, and the Board of Directors' report containing the revised compensation policy for the CEO for FY 2023-2024,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the revised compensation policy for the Company's CEO for FY 2023-2024, as presented in the Corporate Governance Report and the Board of Directors' report in Appendix 1.

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SECOND RESOLUTION (Approval of the revised "ex ante" compensation policy for the Company's Deputy CEO for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, after considering Chapter 3 of the Company's FY 2023-2024 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, and the Board of Directors' report containing the revised compensation policy for the Deputy CEO for FY 2023-2024,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the revised compensation policy for FY 2023-2024 for the Company's Deputy CEO, as presented in Appendix 2 to the Board of Directors' report.

THIRD RESOLUTION (Approval of the revised "ex ante" compensation policy for the Company's non-executive officers for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, after considering Chapter 3 of the Company's FY 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, and the Board of Directors' report containing the revised compensation policy for the Company's non-executive officers for the FY 2023-2024,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the revised compensation policy for FY 2023-2024 for the Company's non-executive officers, as presented in Appendix 3 to the Board of Directors' report.

FOURTH RESOLUTION (Approval of the revised "ex ante" compensation policy for the Chairman of the Board of Directors of the Company for FY 2023-2024)

The General Meeting, voting in accordance with quorum and majority rules for ordinary general meetings, after considering Chapter 3 of the Company's FY 2022-2023 universal registration document, which constitutes the corporate governance report referred to in Article L. 225-37 of the French Commercial Code, and the Board of Directors' report containing the revised compensation policy for the Chairman of the Company's Board of Directors for FY 2023-2024,

approves, in accordance with Article L. 22-10-8 II of the French Commercial Code, the compensation policy for FY 2023-2024 for the Chairman of the Board of Directors of the Company, as presented in Appendix 4 to the Board of Directors' report.

RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING

FIFTH RESOLUTION (Authorization to be given to the Board of Directors, in accordance with Articles L. 225- 197-1 to L. 225-197-5 and L. 22-10-59 of the French Commercial Code, to grant existing or future performance shares to the Deputy CEO without consideration, with shareholders waiving their preferential subscription rights)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings, having considered (i) the report of the Board of Directors and (ii) the Statutory Auditors' special report, in accordance with the provisions of Articles L. 22-10-59, L. 22-10-60 and L. 225-197-1et seq. of the French Commercial Code :

authorizes the Board of Directors to proceed with restricted stock awards (attribution gratuite d'actions) granting existing shares and/or shares to be issued, on one or more occasions, in the proportions and at the times it deems appropriate, to the Deputy CEO, subject to the achievement of performance targets;

resolves that the total number of new or existing performance shares granted for no consideration under this authorization may not exceed (i) 0.15% of the total number of shares comprising the Company's share capital until June 30, 2024 and (ii) a total of 0, 2% of the total number of shares comprising the Company's share capital for the duration of the authorization (including the 0.15% and any grants made pursuant to the sixth resolution), it being specified that the total number of shares referred to above will be determined each time the present authorization is used by the Board of Directors, in relation to the share capital existing at that date and that this amount will be deducted from the maximum limit set forth in the sixth resolution, the seventh resolution and the aggregate maximum limit set forth in the eighteenth resolution.

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resolves that the Board of Directors will set the criteria for grants of these performance shares without

consideration in accordance with the "ex ante" compensation policy for FY 2023-2024 submitted for approval at

the General Meeting;

resolves that these performance shares will become fully vested on the basis of conditions of presence and

performance in accordance with the "ex ante" compensation policy for FY 2023-2024 submitted for approval at

the General Meeting;

duly notes that if any grants are made to the corporate officers referred to in Article L. 225-197-1 II, paragraphs 1 and 2 of the French Commercial Code, such grants must comply with the provisions of Article L. 22-10-60 of the French Commercial Code;

resolves that all performance shares granted without consideration will become fully vested at the end of a minimum period of three years, subject to the obligation to retain a percentage of the shares set by the Board of Directors, which the beneficiary will be required to hold in registered form as long as he or she remains with the Company.

resolves that in the cases of disability of the beneficiary falling under the second and third categories provided for in Article L.341-4 of the French Social Security Code (Code de la Sécurité Sociale), or equivalent provisions in other countries, including in the event of the occurrence of such disability during the vesting period, the shares may be definitively granted before the end of the vesting period and shall be freely transferable upon their delivery;

resolves that this authorization automatically constitutes waiver by operation of law by the shareholders of their preferential subscription right to the shares that would be issued by virtue of this resolution in favor of the beneficiaries;

resolves to authorize the Board of Directors to take any measures it deems appropriate to protect the rights of beneficiaries of performance share grants during the vesting period; and

duly notes that in the event of an award of new performance shares, this authorization will entail, as and when the said shares become fully vested, a capital increase by capitalization of reserves, profits or additional paid-in capital in favor of the beneficiary of said performance shares and a corresponding waiver by the shareholders of their preferential subscription rights with respect to the said shares in favor of the performance share beneficiary.

The General Meeting grants full powers to the Board of Directors, with the power of sub-delegation in accordance with applicable laws and regulations, to implement this authorization, in accordance with the conditions described above and within the limits authorized by the laws in force, and in particular to:

• determine whether the performance shares granted represent shares to be issued and/or existing shares, and to modify its choice before the definitive allotment of said shares;
• provide, as applicable, for the possibility of deferring the dates for the definitive allotment of the performance shares;
• record the vesting dates and the dates from which the performance shares may be freely transferred;
• make any adjustments to the number of restricted stock units granted during the vesting period that may be necessary to preserve the rights of beneficiaries, it being specified that performance shares granted in application of these adjustments will be deemed to have been granted on the same day as the shares initially granted;
• in the event of the issue of new performance shares, deduct, where appropriate, from the reserves, profits or issue premiums, the sums required to pay up the shares, record the completion of the capital increases carried out pursuant to this authorization, and make the corresponding amendments to the articles of association;
• take all useful measures and conclude all agreements to properly complete the proposed issues; and more generally,
• carry out all formalities required for the issue, listing and financial servicing of the securities issued pursuant to this resolution and do all that is useful and necessary under the laws and regulations in force.

This authorization is given for a period that may not exceed thirty-eight (38) months from the date of this General Meeting.

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SIXTH RESOLUTION (Authorization to be given to the Board of Directors, in accordance with the provisions of Article L. 22-10-60 1° of the French Commercial Code, to grant restricted stock units (gratuite d'actions) under the conditions set out in Articles L. 225-197-1 to L. 225-197-5 and L. 22-10-59 of the French Commercial Code, with shareholders waiving their preferential subscription rights

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings, having considered (i) the report of the Board of Directors and (ii) the Statutory Auditors' special report, in accordance with the provisions of Articles L. 22-10-59, L. 22-10-60 and L. 225-197-1et seq. of the French Commercial Code:

authorizes the Board of Directors, in accordance with Articles L. 225-197-1 to L. 225-197-5 and L. 22-10-59 of the French Commercial Code and Article L. 22-10-60 of the French Commercial Code, to grant restricted stock units conferring entitlement to existing or future shares of the Company;

resolves that the total number of new or existing shares or shares to be issued under this authorization may not represent more than 0.2% of the Company's share capital on the date of the Board of Directors' decision to grant said units, with the proviso that this amount will be deducted from the maximum limit set forth in the fifth resolution, the seventh resolution and the aggregate maximum limit set forth in the eighteenth resolution;

resolves that the Board of Directors will set the criteria for these restricted stock unit awards and determine the list or categories of beneficiaries as well as the number of restricted stock units awarded to each within the above- mentioned limits, it being specified that the vesting of shares thus granted shall be subject to conditions of presence and performance set by the Board of Directors at the time of their grant. The conditions of performance must be serious and demanding and may be linked to criteria internal and/or external to the Group;

duly notes that if any grants are made to the corporate officers referred to in Article L. 225-197-1 II, paragraphs 1 and 2 of the French Commercial Code, such grants must comply with the provisions of Article L. 22-10-60 of the French Commercial Code;

resolves that the restricted stock units will be fully vested after a minimum period of one year, with, should the Board of Directors so decides, an obligation requiring the beneficiaries to hold the shares for an additional period. If the vesting period (période d'acquisition) decided by the Board of Directors is less than two years, then a holding period (période de conservation) for the shares shall be required so that the combined vesting and holding periods is not less than two years;

resolves that in the cases of disability of the beneficiary falling under the second and third categories provided for in Article L.341-4 of the French Social Security Code (Code de la Sécurité Sociale), or equivalent provisions in other countries, the shares may be definitively granted before the end of the vesting period and shall be freely transferable upon their delivery;

resolves that this authorization automatically constitutes waiver by operation of law by the shareholders of their preferential subscription right to the shares that would be issued by virtue of this resolution in favor of the beneficiaries;

resolves to authorize the Board of Directors to take any measures it deems appropriate to protect the rights of beneficiaries of restricted stock units during the vesting period; and

duly notes that in the event of an award of restricted stock units from new shares, this authorization will entail, as said shares are fully vested, a capital increase by capitalizing reserves, profits or issue premiums for the benefit of the beneficiaries of said shares and a corresponding waiver by shareholders in favor of the beneficiaries of said shares of their preferential subscription rights to said shares.

The General Meeting grants full powers to the Board of Directors, with the power of sub-delegation in accordance with applicable laws and regulations, to implement this authorization, in accordance with the conditions described above and within the limits authorized by the laws in force, and in particular to:

• determine whether the restricted stock units granted represent shares to be issued and/or existing shares;

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• determine the list or categories of beneficiaries of the shares;
• set the conditions and, if necessary, the criteria for granting shares, in particular the length of the vesting period and the length of the holding period required of each beneficiary;
• provide for the possibility of temporarily suspending allotment rights;
• record the final vesting dates and the dates from which the shares may be freely transferred, subject to any restrictions imposed by law;
• make any adjustments to the number of shares awarded during the vesting period that may be necessary to preserve the rights of beneficiaries;
• in the event of the issue of new shares, deduct, where appropriate, from the reserves, profits or issue premiums, the sums required to pay up the shares, to record the completion of the capital increases carried out pursuant to this authorization, and make the corresponding amendments to the articles of association; and generally
• take all useful measures and conclude all agreements to properly complete the proposed grants.

This authorization is given for a period that may not exceed thirty-eight (38) months from the date of this General Meeting.

SEVENTH RESOLUTION Authorization to be given to the Board of Directors, in accordance with the provisions of article L. 22-10-60, 2° of the French Commercial Code, to grant options, under the conditions set out in articles L. 225-129 et seq., L. 225-177 to 225-186 and L. 22-10-56 to L. 22-10-58 and L. 22-10-60 of the French Commercial Code, for the benefit of all employees of the Company and at least 90% of the employees of its subsidiaries as defined in Article L. 233-1 of the French Commercial Code and governed by Article L. 210-3 of the same Code, with shareholders waiving their preferential subscription rights)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings, after considering the(i) Board of Directors' report and (ii) the statutory auditors' special report,

in accordance with the provisions of Articles L. 225-129et seq., L. 225-177 to 225-186 and L. 22-10-56 to L. 22- 10-58 and L. 22-10-60 of the French Commercial Code,

authorizes the Board of Directors, for a period of thirty-eight (38) months, to grant, in accordance with the conditions set out in Articles L. 225-129 et seq, L. 225-177 to 225-186 and L. 22-10-56 to L. 22-10-58 and L. 22- 10-60, 2° of the French Commercial Code, options giving a right to subscribe for new ordinary shares in the Company, representing, to the fullest extent authorized by applicable regulations, up to 0.2% of the Company's share capital, for the benefit of all its employees and at least 90% of all the employees of its subsidiaries within the meaning of Article L. 233-1 of the French Commercial Code and falling within the scope of Article L. 210-3 of the French Commercial Code;

resolves that the subscription price for the Company's shares will be the higher of (i) one hundred percent (100%) of the weighted average trading price of the Company's shares over the twenty (20) trading days preceding the date on which the options are granted on Euronext Paris, and (ii) one hundred percent (100%) of the average closing price of the Company's shares on Euronext Paris over the twenty (20) trading days preceding the date on which the options are granted, less a discount, if any, within the limits authorized by the applicable regulation;

duly notes that this authorization entails the express waiver by shareholders of their preferential subscription rights in favor of the beneficiaries of the stock options;

confers full powers to the Board of Directors to determine the terms and conditions for granting and exercising options, establish the list of beneficiaries, record the completion of the capital increases and perform all necessary formalities;

resolves that the nominal amount of any capital increases carried out under this authorization will be deducted from the 0.2% limit provided for under the fifth resolution.

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EIGHTH RESOLUTION (Delegation of authority to be given to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities of the Company and/or any subsidiary, maintaining the preferential subscription right)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings,

after considering the(i) Board of Directors' report and (ii) the statutory auditors' special report,

and after noting for the record that the share capital is fully paid up,

in accordance with articles L. 225-129et seq., and notably Articles L. 225-129-2 and L. 225-132, as well as the provisions of Articles L. 228-91, and in particular Article L. 228-93et seq. and L. 22-10-49et seq. of the French Commercial Code,

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the articles of association, its power to increase the capital, on one or more occasions, issuing, in proportions and at such times of its choosing, in euros or any other currency or units of account established by reference to several currencies, by issuing shares of the Company or equity securities giving access to other equity securities or entitlement to debt securities and/or securities (including notably all debt securities) giving access to the equity securities of the Company which may be paid for either in cash or by offset against certain, due and payable claims or, in part by the capitalization of reserves, earnings or premiums;

specifies as necessary that this delegation of authority expressly excludes the issuance of preferred shares and securities giving access to preferred shares;

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the articles of association, its authority to decide upon the issuance of securities giving access to the capital of companies of which the Company directly or indirectly holds more than half the capital;

duly notes that, in accordance with Article L. 228-93 of the French Commercial Code, the decision to issue securities giving access to the capital of companies in which the Company directly or indirectly owns more than half the capital shall require the approval of the extraordinary general meeting of the companies in question;

resolves that the maximum nominal amount of capital increases that may be carried out, immediately and/or in

the future, pursuant to this delegation of authority is set at €50,000,000 (or the equivalent value of such amount in

the event of an issue in another authorized currency), whereby it is specified that:

• the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future under this delegation of authority shall be included within the aggregate maximum limit for capital increases provided for under eighteenth resolution;
• this amount will be increased, as necessary, by the nominal amount of shares to be issued, in accordance with the law, and, as necessary, applicable contractual provisions, to preserve the rights of holders of securities and other rights giving access to the company's capital;

resolves that the maximum nominal amount of debt securities which may be issued, immediately and/or in the

future, pursuant to this delegation of authority is set at €100,000,000 (or the equivalent value of such amount in

the event of an issue in another authorized currency), whereby it is specified that this amount will be included under the aggregate maximum limit provided for in the eighteenth resolution ;

resolves in the event of use by the Board of Directors of this delegation, that:

• shares issued will be reserved in priority for shareholders eligible on an irreducible basis (à titre irréductible) in proportion to the number of shares owned by them at that time;
• the Board of Directors may, in accordance with Article L. 225-133 of the French Commercial Code, grant subject to reduction (à titre réductible) those shares not subscribed to on an irreducible basis (à titre irréductible) to shareholders having subscribed to a greater number of shares to which they were entitled on a preferential basis, in proportion to their subscription rights and within the limit of their demand;
• in accordance with Article L. 225-134 of the French Commercial Code, if subscriptions on an irreducible basis for new shares, and as the case may be, for excess shares subject to reduction, should fail to account for the entire issue, the Board of Directors may use the different options provided by law in the order series fit,

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including public offerings in France and/or other countries;

resolves that the price of the securities giving access to the Company's capital will be such that the amount received immediately, plus any amount that may be received in the future, shall be at least equal to the par value of each ordinary share of the Company issued under this authorization;

resolves that the issuance of warrants for shares of the Company may be executed by subscription offers, as well as by grants to owners of existing shares without consideration;

resolves that if warrants are granted without consideration, the Board of Directors will have the option of deciding that allotment rights forming fractional shares shall not be negotiable and that the corresponding security shall be sold;

duly notes that this delegation of authority automatically constitutes a waiver by operation of law of shareholders' preferential subscription rights to the Company's ordinary shares to which they would be entitled based on these

securities issued under this delegation.

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub-delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

• set the amount of the issue(s) which may be executed on the basis of this delegation of authority, and determine in particular, the issue price, dates, the timetable, the procedures and conditions for subscription, payment, delivery and dividend rights and the date of record for the securities, in accordance with applicable laws and regulations;
• set the terms for exercising any rights attached to shares or to securities giving access to the capital, determine the terms, where applicable, for the exercise of rights, notably the terms for the exercise of conversion, exchange and redemption rights, including by delivery of Company assets such as shares or securities already issued by the Company; and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;
• receive subscription orders and the corresponding payments, record completion of capital increases to reflect the amount of shares actually subscribed and amend the articles of association in consequence;
• at its sole discretion, offset share issue costs against the related premiums and deduct from these issue premiums the amounts necessary to bring the legal reserve to one-tenth of the new share capital after each share capital increase,
• enter into any agreement for the purpose of ensuring the success of any issue, to carry out on one or more occasions, in proportions and at such times it considers appropriate, in France and/or, as applicable, in other countries, the aforementioned issues;
• set and make all adjustments for the purpose of taking into account the impact of transactions in the Company's share capital, notably a change in the share's par value, a share capital increase by capitalizing reserves, a grant of restricted share units (attribution gratuite d'actions or free shares), a stock split or reverse split, a distribution of reserves or any other assets, a share capital redemption or any other transaction impacting equity and set the terms enabling the preservation, where applicable, of the rights of holders of securities granting access to the share capital,
• and, in general, take all measures and perform all formalities useful for the issue, the listing of the securities and the agency agreement for the servicing of securities issued under this authority as well as for the exercise of rights attached to the securities; and
• furthermore, in the event of an issue of debt securities giving access to the share capital of the Company, decides on whether such issues will be subordinated or not, fix their interest rates and the conditions of payment of the interest, their duration that can be limited or unlimited, the fixed or variable redemption price with or without premium, the methods of redemption according, in particular, to market conditions and the conditions under which these securities shall give the right to shares of Company and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;

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resolves that this delegation of authority will be valid for a period of twenty-six (26) months as from the date of this general meeting;

duly notes that this delegation of authority supersedes and cancels, for the unused portion, as applicable, any prior delegation of authority having the same purpose;

duly notes that if the Board of Directors uses the authorization granted under this resolution, it will report to the next ordinary general meeting, as required by laws and regulations, on the uses made of authorizations granted herein.

NINTH RESOLUTION (Delegation of authority to the Board of Directors to increase the share capital by issuing shares and equity securities giving access to other equity securities or entitlement to debt securities and/or securities giving access to the equity securities of the Company, any subsidiary and/or any other company affiliated thereto, with the cancellation of the preferential subscription right, through a public offering and with an option to grant a priority right)

The General Meeting, voting in accordance with quorum and majority rules for extraordinary general meetings, after considering the(i) Board of Directors' report and (ii) the statutory auditors' special report,

and after noting for the record that the share capital is fully paid up,

in accordance with the provisions of Articles L. 225-129et seq., L. 225-135et seq. and the provisions of Articles L. 228-91et seq. and L. 22-10-49et seq. of the French Commercial Code,

delegates to the Board of Directors, with the power of sub-delegation to the extent authorized by law and the articles of association, its power to decide to issue securities, through a public offering (with the exception of public offerings covered by article L. 411-2 of the French Monetary and Financial Code), on one or more occasions, in France or other countries, in proportions and at such times of its choosing, in euros or any other currency or the unit of account established by reference to several currencies, providing for the cancellation of the preferential subscription right, and an option to grant a priority right to shares of the Company or equity securities giving access to other equity securities or entitlement to debt securities and/or securities (including notably all debt securities) giving access to equity securities of the Company payable for in cash, including by offset against certain, due and payable claims or, in part, by the capitalization of reserves, earnings or premiums;

specifies as necessary that this delegation of authority expressly excludes the issuance of preferred shares and securities giving access to preferred shares;

resolves that securities giving access to ordinary shares of the Company thus issued may consist of debt securities or be associated with the issuance of such securities, or enable the issue thereof as intermediate securities. These securities may or may not be subordinated (and in such case, the Board of Directors will set their subordination ranking), may or may not be for a limited term, and may be issued in euros or in a foreign currency, or in any other monetary units established by reference to several currencies;

specifies that such shares and/or securities may be issued, in particular, in consideration for securities tendered to the Company in connection with a public exchange offer initiated by the Company in France or other countries, in accordance with local regulations, for securities meeting the conditions set out in Article L. 22-10-54 of the French Commercial Code;

resolves that these transactions may be carried out at any time, including, within the limits provided for by applicable regulations, during periods of public tender offers for the Company's shares;

resolves that the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future, pursuant to this delegation of authority is set at €18,000,000 (or the equivalent value of such amount in the event of an issue in another authorized currency), whereby it is specified that:

• the maximum nominal amount of capital increases that may be carried out, immediately and/or in the future under this delegation of authority shall be included within the aggregate maximum limit for capital increases provided for under eighteenth resolution;

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• this amount will be increased, as necessary, by the nominal amount of shares to be issued, in accordance with the law, and, as necessary, applicable contractual provisions, to preserve the rights of holders of securities and other rights giving access to the company's capital;

resolves that the maximum nominal amount of debt securities which may be issued, immediately and/or in the

future, pursuant to this delegation of authority is set at €100,000,000 (or the equivalent value of such amount in

the event of an issue in another authorized currency), whereby it is specified that this amount will be included under the aggregate maximum limit provided for in the eighteenth resolution ;

resolves to cancel the preferential subscription rights of shareholders to securities which may be issued pursuant to this delegation of authority, without indicating the beneficiaries, it being however specified that the Board of Directors may confer upon shareholders, for all or part of the securities issued pursuant to this delegation of authority, a priority period for which it shall set the procedures and conditions of exercise, within the limits of the applicable legal and regulatory provisions, whereby this priority subscription period must be exercised in proportion to the number of shares held by each shareholder and shall not give rise to the creation of negotiable rights;

resolves that if applications for shares should fail to account for the entire issue, the board of Directors may make use, in the order of its choice, of one of the following options:

• limit the issue to the amount of applications received, provided that these amount to at least three quarters of the issue initially decided;
• freely allocate all or part of the offering not taken up to beneficiaries of its choice; and
• offer to the public, on the French or international market, all or part of the securities not taken up;

duly notes that this delegation of authority automatically constitutes a waiver by operation of law of shareholders' preferential subscription rights to the Company's ordinary shares to which they would be entitled based on these

securities issued under this delegation.

resolves that the issue price of the securities which may be issued pursuant to this delegation of authority will be determined by the Board of Directors as follows: any amount owed to the Company or to be owed to the Company for each of the shares that will be issued or created by subscription for shares, conversion, exchange, reimbursement, presentation of a warrant or any other means must at least equal the amount determined according to the regulation applicable on the issue date (to date the volume weighted average price of the Company's share for the three trading days preceding the beginning of the offering to the public within the meaning of regulation (UE) 2017/1129 of June 14, 2017, minus, as applicable, a maximum discount of 10%, in accordance with Article R. 21-10-32 of the French Commercial Code) subject to the exception provided for in the twelfth resolution;

resolves that the offering(s), decided by virtue of this resolution, may be included, as part of several issues carried out at the same time, with one or more offers covered by Article L. 411-2 of the French Monetary and Financial Code, decided pursuant to the eleventh resolution;

resolves that the Board of Directors will have full powers to use the present delegation of authority, with the option to sub-delegate such powers, within the limits and under the conditions referred to above, in order to, in particular:

• set the amount of the issue(s) which may be executed on the basis of this delegation of authority, and determine in particular, the issue price, dates, the timetable, the procedures and conditions for subscription, payment, delivery and dividend rights and the date of record for the securities, in accordance with applicable laws and regulations;
• set the terms for exercising any rights attached to shares or to securities giving access to the capital, determine the terms, where applicable, for the exercise of rights, notably the terms for the exercise of conversion, exchange and redemption rights, including by delivery of Company assets such as shares or securities already issued by the Company; and, during the term of the securities concerned, amend the terms referred to above, in compliance with applicable formalities;
• receive subscription orders and the corresponding payments, record completion of capital increases to reflect the amount of shares actually subscribed and amend the articles of association in consequence;
• at its sole discretion, offset share issue costs against the related premiums and deduct from these issue premiums the amounts necessary to bring the legal reserve to one-tenth of the new share capital after each share capital increase,

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