Explanatory statement
The Board of Directors is inviting the Annual General Meeting:
- in the twenty-third resolution, to amend Article 9 of the Company's Articles of Association ("Deliberations of the Board of Directors") to enable the Board of Directors to use, in its decision-making procedures, the possibilities offered under (i) France's "Attractiveness Act" (law no. 2024-537 of 13 June 2024), which is aimed at increasing the financing of businesses and France’s attractiveness to international investors, and (ii) Decree no. 2024-904 of 8 October 2024 relating to the implementation of measures to modernise the procedures for meetings and consultations of the decision-making bodies of certain types of commercial companies. This amendment entails removing from the Articles of Association the former provisions relating to participating in Board meetings by videoconference or telecommunications facilities. The Board is also proposing that Article 9 of the Articles of Association be amended to provide a framework, as required by the aforementioned law, for voting by correspondence or via written consultation of the Directors. As a matter of principle, however, the Board of Directors prefers its members to physically attend meetings of the Board and its Committees;
- in the twenty-fourth resolution, to amend Article 12 of the Company's Articles of Association ("General rules" concerning General Meetings). This amendment entails removing from the Articles of Association the former provisions relating to broadcasting General Meetings so that the provisions of France’s "Attractiveness Act" and its implementing decree can be fully applied.
