Carbios : Notice of meeting – Annual Ordinary and Extraordinary Shareholders’ meeting of June 20, 2024

CARBIOS

Société anonyme (French public limited company) with capital of €11,791,941

Registered office: Site de Cataroux, 8 rue de la Grolière 63100 Clermont-Ferrand, France

RCS Clermont-Ferrand 531 530 228

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NOTICE OF MEETING

ANNUAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETINGS

OF JUNE 20, 2024

Shareholders are informed that an Ordinary and Extraordinary Shareholders' Meeting will be held on Thursday, June 20, 2024 at 11 am, in the premises of the Aiden By Best Western hotel, 41 avenue de la République, 63000 Clermont-Ferrand (the "Shareholders' Meeting").

AGENDA

WITHIN THE REMIT OF THE ORDINARY SHAREHOLDERS' MEETING

1. Approval of the separate financial statements for the fiscal year ended December 31, 2023 and discharge to the Directors;
2. Approval of the consolidated financial statements for the fiscal year ended December 31, 2023;
3. Approval of the expenses and charges referred to in item 4 of Article 39 of the French General Tax Code;
4. Appropriation of net income for the fiscal year;
5. Approval of the agreements referred to in Articles L. 225-38et seq. of the French Commercial Code;
6. Appointment of Jennifer Saenz as a new director;
7. Recognition of the expiry of the term of office of the Principal Statutory Auditors and decision to be taken on the renewal of its term of office;
8. Recognition of the expiry of the term of office of the Alternate Statutory Auditors and decision to be taken on the renewal of his term of office;
9. Determination of the total annual compensation allocated to the members of the Board of Directors;
10. Decision to be taken on the appointment of Copernicus Wealth Management as a non-voting director of the Company
11. Authorization granted to the Board of Directors for the purchase by the Company of its own shares in accordance with Article L. 22-10-62 of the French Commercial Code;

WITHIN THE REMIT OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

12. Delegation of authority to be granted to the Board of Directors to decide on either the issuance, with preferential subscription rights, of shares and/or securities giving access immediately or in the future to the share capital or giving rights to debt securities, or the incorporation into the share capital of profits, reserves or premiums - the implementation of this resolution shall

reduce, accordingly, the Company's ability to implement other resolutions submitted to the vote at this Meeting;

1. Authorization to the Board of Directors, for the purposes of increasing the number of securities issued in accordance with the provisions of Article L. 225-135-1 of the French Commercial Code up to a maximum of 15% in the event of the implementation of the delegations of authority referred to in the previous resolution, with maintenance of preferential subscription rights;
2. Delegation of authority to be granted to the Board of Directors to decide on the issue of shares and/or securities giving access, immediately or in the future, to the share capital or giving rights to debt securities, with cancellation of preferential subscription rights without naming beneficiaries and by public offering, it being specified that (i) the implementation of this resolution shall reduce, accordingly, the Company's ability to implement other resolutions submitted to the vote at this Meeting and (ii) the implementation of this resolution, representing 10% of the share capital on the date of this Meeting, would prevent the implementation of the 15th and 16th resolutions;
3. Delegation of authority to be granted to the Board of Directors to decide on the issue of shares and/or securities giving access, immediately or in the future, to the share capital or giving rights to debt securities, by way of an offer referred to in Article L. 411-21° of the French Monetary and Financial Codeand up to a limit of 10% of the share capital, with cancellation of preferential subscription rights without naming beneficiaries, it being specified that (i) the implementation of this resolution shall reduce, accordingly, the Company's ability to implement other resolutions submitted to the vote at this Meeting and (ii) the implementation of this resolution representing 10% of the share capital on the date of this Meeting would prevent the implementation of the 14th resolution without right of priority as well as the 16th resolution;
4. Delegation of authority to be granted to the Board of Directors to decide on the issue of shares and/or securities giving access, immediately or in the future, to the share capital or giving rights to debt securities, with cancellation of shareholders' preferential subscription rights in favor of categories of beneficiaries, it being specified that (i) the implementation of this resolution shall reduce, accordingly, the Company's ability to implement other resolutions submitted to the vote at this Meeting and (ii) the implementation of this resolution, representing 10% of the share capital on the date of this Meeting, would prevent the implementation of the 14th resolution without right of priority as well as the 15th resolution;
5. Authorization to the Board of Directors, for the purposes of increasing the number of securities issued in accordance with the provisions of Article L. 225-135-1 of the French Commercial Code up to a maximum of 15% in the event of the implementation of the delegations of authority referred to in the previous three resolutions, with cancellation of preferential subscription rights;
6. Authorization granted to the Board of Directors to allocate free shares;
7. Delegation of powers to be granted to the Board of Directors for the purpose of deciding on a share capital increase in cash reserved for employees who are members of a company savings plan in accordance with the provisions of Articles L. 225-129-6 of the French Commercial Code and L. 3332-18et seq. of the French Labor Code, with cancellation of preferential subscription rights reserved for the benefit of Company employees;
8. Authorization to the Board of Directors to reduce the Company's share capital by means of canceling shares;
9. Powers for formalities.

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TEXT OF THE DRAFT RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS' MEETING

WITHIN THE REMIT OF THE ORDINARY SHAREHOLDERS' MEETING

FIRST RESOLUTION

(Approval of the separate financial statements for the fiscal year ended December 31, 2023 and

discharge to the Directors)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having taken note of:

• the management report prepared by the Board of Directors,
• the Statutory Auditor's report on the separate financial statements for the fiscal year ended
  December 31, 2023,

Approves the annual financial statements, namely the statement of financial position, the income statement and the notes to the financial statements for the year ended December 31, 2023 as presented to it, as well as the transactions reflected in these financial statements and summarized in these reports.

Consequently, the Shareholders' Meeting grants full and unreserved discharge to the members of the Board of Directors for the performance of their respective mandates for the past fiscal year.

SECOND RESOLUTION

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

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having taken note of:

• the management report prepared by the Board of Directors on the position and activity of the Carbios Group;
• the Statutory Auditor's report on the consolidated financial statements for the fiscal year ended
  December 31, 2023,

Approves the consolidated financial statements, namely the statement of financial position, the income statement and the notes to the financial statements for the year ended December 31, 2023 as presented to it, as well as the transactions reflected in these financial statements and summarized in these reports.

THIRD RESOLUTION

(Approval of the expenses and charges referred to in item 4 of Article 39 of the French General Tax

Code)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the management report of the Board of Directors and the Statutory Auditor's report, ruling pursuant to the provisions of Article 223 quater of the French General Tax Code,

Notes the existence of expenses and charges not deductible from corporate tax referred to in item 4 of Article 39 of the French General Tax Code;

Approves the amount of expenses and charges not deductible from corporate income tax referred to in item 4 of Article 39 of the French General Tax Code, i.e. the sum of €117,510.

FOURTH RESOLUTION

(Appropriation of net income for the fiscal year)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings,

Approves the proposal of the Board of Directors and resolves to allocate the loss for the fiscal year amounting to -€15,917,079 in full to the "Retained earnings" item, which will thus be changed after allocation, to a debit balance of -€44,180,248.

In accordance with Article 243 bis of the French General Tax Code, the Shareholders' Meeting recalls that no dividend has been paid over the last three financial years.

FIFTH RESOLUTION

(Approval of the regulated agreements referred to in Articles L. 225-38 et seq. of the French

Commercial Code)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, after hearing the Statutory Auditor's special report,

Approves the conclusions of the report presented by the Statutory Auditor pursuant to Article L. 225- 38 of the French Commercial Code on the agreements subject to authorization, as well as the agreements mentioned therein.

SIXTH RESOLUTION

(Appointment of Jennifer Saenz as a new director)

The Shareholders' Meeting, voting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors,

Resolves to appoint Jennifer SAENZ, born on February 5, 1978, an American national, as a director, for a period of four years expiring at the end of the Ordinary Shareholders' Meeting called to approve the financial statements of the fiscal year ended December 31, 2027. Jennifer SAENZ has indicated that she accepts the duties of director and that she meets all the conditions required by the law and the regulations in force, in particular with regard to the multiple offices that a same person may hold, and that she complies with the age limit rule set by the bylaws.

SEVENTH RESOLUTION

(Recognition of the expiry of the term of office of the Principal Statutory Auditors and decision to be

taken on the renewal of its term of office)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the Board of Directors' report and having noted that the term of office as Principal Statutory Auditors of PricewaterhouseCoopers Audit expires at the end of this Meeting,

Resolves to renew the term of office as Principal Statutory Auditor of:

PricewaterhouseCoopers Audit

Represented by Gonzague Van Royen

63, rue de Villiers - 92200 Neuilly Sur Seine, FRANCE

for a period of six years expiring at the end of the Ordinary Shareholders' Meeting called in 2030 to approve the financial statements for the fiscal year ended December 31, 2029.

EIGHTH RESOLUTION

(Recognition of the expiry of the term of office of the Alternate Statutory Auditors and decision to be

taken on the renewal of his term of office)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the Board of Directors' report, and having noted that the term of office of Patrice Morot, 63 Rue de Villiers - 92200 Neuilly Sur Seine - France as Alternate Statutory Auditors expires at the end of this meeting,

Resolves not to renew the term of office and, in accordance with Article L. 823-1 of the French Commercial Code, not to provide for his replacement.

NINTH RESOLUTION

(Determination of the total annual compensation allocated to the members of the Board of Directors)

The Shareholders' Meeting, voting under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors,

Having taken note that the increase in the annual fixed sum that the Company may allocate to directors as compensation for their activities is motivated, in particular, by the increase in the number of directors and the Company's desire to attract new independent directors,

Resolves to set, as from the current fiscal year, the amount of the annual fixed sum provided for by Article L. 225-45 of the French Commercial Code that the Company may allocate to the directors as compensation for their activities, at three hundred and two thousand, five hundred (€302,500) euros per fiscal year, it being specified that the directors' compensation is proportional to their actual attendance at meetings of the Board of Directors.

This amount remains unchanged for subsequent fiscal years until the Meeting decides otherwise.

The Board of Directors may freely distribute among its members the fixed annual sum allocated to the directors.

TENTH RESOLUTION

(Decision to be taken on the appointment of Copernicus Wealth Management as non-voting director of

the Company)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings, after having reviewed the Board of Directors' report, and having noted that the term of office as non-voting director of Copernicus Wealth Management expires at the end of this Meeting,

Having taken note of the fact that:

• Copernicus Wealth Management is a manager of discretionary mandates and private and public investment funds, based in Switzerland and recognized by the local supervisory body FINMA, the CSSF in Luxembourg, the CBI in Ireland and the FME in Liechtenstein, and which, through the investment vehicles it manages, favors investments in innovative companies with high growth potential that can improve social well-being and address important issues such as environment;
• to the best of the Company's knowledge, Copernicus Wealth Management is the Company's second largest shareholder and, at the date of this Shareholders' Meeting, holds 3.88% of the Company's share capital and 3.88% of the Company's voting rights;
• Alen VUKIC, Chief Financial Officer of Copernicus Wealth Management, is co-founder of the Copernicus group. He is also Chairman of Thalia Capital Advisors S.A. and Finpartners Financial

Services S.A. and spent 11 years at BSI Group (now EFG), including four years at the group's wealth management company, Patrimony 1873 S.A., which he helped create. Since the start of his career in 2001 as a financial analyst, he has held the positions of co-manager of the BSI Multinvest Asia ex- Japan fund, Risk Manager Asset Management of BSI, member of the "Fondazione di Previdenza BSI S.A." and "Fondo Complementare di Previdenza BSI S.A." (two foundations of the BSI group). He is a member of the Board of Directors of several dedicated private funds managed by Copernicus in Ireland and Luxembourg, and of Centrica SICAV, Copernicus's undertaking for collective investment in SICAV securities, as well as, since 2021, of the Alliance of Swiss Wealth Managers;

Resolves to appoint as non-voting director of the Company:

• Copernicus Wealth Management, a limited company under Swiss law whose registered office is located at Via al Forte 1, 6900 Lugano, Switzerland, represented by Alen VUKIC, born on May 1, 1975 in Mendrisio (Switzerland), a Swiss national, residing at Via Rubianèla 3, 6863 Besazio, Switzerland, as permanent representative,

for a period of one year expiring at the end of the Ordinary Shareholders' Meeting called in 2025 to approve the financial statements for the fiscal year ended December 31, 2024.

ELEVENTH RESOLUTION

(Authorization granted to the Board of Directors for the purchase by the Company of its own shares in

accordance with Article L. 22-10-62 of the French Commercial Code)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Ordinary Shareholders' Meetings,

having taken note of the Board of Directors' report, and in accordance with European Regulation no. 596/2014 of the European Parliament and Council of April 16, 2014 and the provisions of Article L. 22- 10-62et seq. of the French Commercial Code,

Authorizes the Board of Directors, with the option of subdelegation, to purchase or cause to be purchased, on one or more occasions, the shares of the Company, relating to a number of shares not exceeding 10% of the Company's share capital (at any time, this percentage being applied to capital adjusted according to subsequent transactions).

Resolves that the purpose of the buyback by the Company of its own shares will be:

• the implementation of stock option plans, free share plans and employee shareholding plans reserved for members of a company savings plan, in accordance with legal provisions in force, or the allocation of shares to employees and/or executive corporate officers of the Company and related companies;
• the delivery of shares upon the exercise of rights attached to securities giving access to the
  Company's share capital;
• their use in any transaction to hedge the Company's commitments in respect of financial instruments relating, in particular, to changes in the Company's share price;
• the holding of shares and their subsequent delivery in payment or exchange in the context of potential external growth, merger, spin-off or contribution transactions;
• the total or partial cancellation of the shares by way of a reduction in the share capital (in particular with a view to optimizing cash management, return on equity capital or earnings per share), in accordance with the terms of the 20th Resolution adopted by this Meeting;

• market making as part of a liquidity contract entered into with an investment service provider, in accordance with the Code of Ethics recognized by the Autorité des Marchés Financiers;
• the implementation of any market practice authorized by the AMF and, more generally, the completion of all transactions in accordance with the legal and regulatory provisions in force.

Sets the terms and conditions for this purchase as follows:

The maximum amount of funds allocated to the share buyback program is six million (6,000,000) euros. These purchases, sales, exchanges or transfers may be carried out by any means, i.e., on the market or over-the-counter, within the limits allowed by the regulations in force. These transactions may take place at any time, in compliance with the regulations in force, except for during a takeover bid, subject to the legal and regulatory provisions in force.

It is specified that (i) a maximum of 5% of the shares comprising the Company's share capital may be allocated with a view to their retention and subsequent delivery in payment or exchange in the context of a merger, spin-off or contribution transaction, and (ii) that in the event of acquisition under a liquidity contract, the number of shares taken into account for the calculation of the limit of 10% of the share capital mentioned above will correspond to the number of shares purchased less the number of shares resold during the term of this authorization.

The maximum purchase price per share by the Company of its own shares must not exceed one hundred and twenty (120) euros. It is specified that in the event of transactions in the share capital, in particular by incorporation of reserves and/or division or consolidation of shares, this price will be adjusted by a multiplying coefficient equal to the ratio between the number of shares comprising the share capital before the transaction and this number after the transaction.

Delegates to the Board of Directors, in the event of a change in the nominal value of the share, capital increase by capitalization of reserves, division, consolidation of securities and distribution of reserves or any other assets, capital amortization or any other transaction affecting shareholders' equity, the power to adjust the aforementioned purchase and sale prices to take into account the impact of these transactions on the value of the share,

Gives all powers to the Board of Directors, subject to strict compliance with legal and regulatory texts, with the option of subdelegation, for the purpose of:

• assessing the advisability of launching a buyback program;
• determining the terms and conditions of the buyback program, including the price of the shares purchased;
• carrying out the acquisition, sale or transfer of these shares by any means, or placing any orders on the stock market;
• allocating or reallocating the shares acquired to the various objectives pursued under the applicable legal and regulatory conditions;
• entering into any agreement with a view, in particular, to keeping share purchase and sale registers, making all declarations to the Autorité des Marchés Financiers and any other body, and completing all formalities;
• preparing and publishing the disclosure release relating to the implementation of the buyback program; and
• in general, doing all that is necessary to carry out and implement this decision.

Stipulates that the Board of Directors may not, without the prior authorization of the Shareholders' Meeting, make use of this delegation as from the filing by a third party of a proposed takeover bid for the Company's shares, until the end of the offer period,

Resolves that the authorization is valid for a maximum of eighteen (18) months from the date of this decision, i.e. until December 19, 2025.

The Board of Directors shall provide the shareholders at the Annual Shareholders' Meeting, in the report provided for in Article L. 225-100 of the French Commercial Code and in accordance with Article L. 225-211 of the French Commercial Code, the information on the completion of the share purchase transactions authorized by the Shareholders' Meeting, in particular the number and price of shares thus acquired, and the volume of shares used.

Resolves that this authorization will supersede the previous delegation with the same purpose (15th Resolution of the Meeting of June 22, 2023).

WITHIN THE REMIT OF THE EXTRAORDINARY SHAREHOLDERS' MEETING

TWELFTH RESOLUTION

(Delegation of authority to be granted to the Board of Directors to decide on either the issuance, with preferential subscription rightsof shares and/or securities giving access immediately or in the future to the share capital or giving rights to debt securities, or the incorporation into the share capital of profits, reserves or premiums - the implementation of this resolution shall reduce, accordingly, the Company's ability to implement other resolutions submitted to the vote at this Meeting)

The Shareholders' Meeting, ruling under the conditions of quorum and majority required for Extraordinary Shareholders' Meetings,

having taken note of the Board of Directors' report and the Statutory Auditor's special report, in accordance with the provisions of Article L. 225-129et seq. of the French Commercial Code, in particular Articles L. 225-129-2, L. 22-10-50 and L. 228-92 and L. 228-93 of the French Commercial Code,

Delegates to the Board of Directors its authority, with the option of subdelegating to the Chief Executive Officer, to proceed, on one or more occasions, in France or abroad, in the proportions and at the times it sees fit, in euros or in a foreign currency or in any other monetary unit established by reference to several currencies, with one or more capital increases:

• through the issue, on the French and/or international market, with preferential subscription rights, of ordinary Company shares and/or any other securities giving access immediately or in the future, at any time or at a fixed date, to the share capital of the Company, or of companies which would directly or indirectly own more than half of its share capital or of companies in which it directly or indirectly owns more than half of the share capital, or giving entitlement to debt securities, by subscription either in cash or by offsetting receivables, conversion, redemption, presentation of a warrant or in any other manner;
• and/or by incorporation in the share capital of all or part of the profits, reserves or premiums, the capitalization of which will be legally and statutorily possible and in the form of an allocation of free ordinary shares, an increase in the par value of existing shares or through the combination of these two processes;

it being specified that the issue of preferred shares is strictly excluded from this delegation,

Resolves to set the following limits on the amounts of issues authorized in the event of use by the Board of Directors of this delegation:

• the maximum nominal amount of capital increases that may be carried out immediately or in the future under this delegation is set at five million eight hundred and ninety thousand (5,890,000) euros or its equivalent in foreign currencies on the date of issue, or in any other monetary unit established by reference to several currencies, it being specified that the total nominal amount of capital increases carried out or authorized by the Board of Directors on the basis of the 12th to 17th Resolutions of this Shareholders' Meeting will reduce, by the same amount, the maximum nominal amount of capital increases that may be carried out immediately or in the future under this delegation. To this ceiling will be added, where applicable, the nominal amount of any shares to be issued in the event of new financial transactions to preserve, in accordance with the law, the rights of holders of securities giving access to the share capital,
• the nominal amount of bonds and other debt securities giving access to the share capital that may be issued under this delegation may not exceed two hundred and twenty-three million (223,000,000) euros or its equivalent in foreign currencies on the date of issue, or in any other monetary unit established by reference to several currencies, it being specified that the total nominal amount of bonds or other debt securities issued or authorized by the Board of Directors on the basis of the 12th to 17th Resolutions of this Shareholders' Meeting will reduce, by the same amount, the maximum nominal amount of capital increases that may be carried out immediately or in the future under this delegation,

Sets at twenty-six(26) months, from the date of this Shareholders' Meeting, the period of validity of the delegation of authority covered by this resolution, i.e. until August 19, 2026, date on which it will be considered void if the Board of Directors has not made use of it.

If the Board of Directors uses this delegation:

• resolves that the issue(s) will be reserved by preference for shareholders who may subscribe on an irreducible basis in proportion to the number of shares then held by them under the conditions provided for in Article L. 225-132 of the French Commercial Code;
• notes that the Board of Directors will have the option to grant access subscription rights;
• notes and resolves, as necessary, that, in the case of issues of shares or securities as defined above, if subscriptions proportional to existing holdings and, where applicable, to excess shares have not absorbed the entire issue, the Board of Directors may use, under the conditions provided for by law and in the order it determines, one or more of the following options:
• • limit the issue to the amount of subscriptions, provided that this amounts to at least three- quarters of the issue decided,
  • freely distribute all or part of the shares or, in the case of securities, the aforementioned securities, the issue of which has been decided but which have not been subscribed on a proportional basis to existing holdings and, where applicable, on the basis of excess shares,
  • offer to the public, by a public offering of financial securities, all or part of the shares or, in the case of securities giving access to the capital, unsubscribed securities, on the French market and/or abroad and/or on the international market,
• resolve that the Board of Directors may, on its own initiative and in all cases, limit the issue decided upon to the amount reached when the unsubscribed shares and/or other securities represent less than 3% of said issue;

• notes and resolves, as necessary, that, in the event of use of this delegation of authority, the decision to issue securities giving access, immediately or in the future, to the share capital shall automatically carry, in favor of the holders, waiver by shareholders to their preferential subscription rights to the shares to which these securities give entitlement, in accordance with the provisions of Article L. 225-132 of the French Commercial Code;
• resolves, in accordance with the provisions of Article L. 22-10-50 of the French Commercial Code, that the fractional rights shall not be negotiable or transferable and that the corresponding securities shall be sold; the sums resulting from the sale will be allocated to the holders of the rights no later than thirty (30) days after the date of registration in their account of the whole number of shares allocated;

Stipulates that the Board of Directors may not, without the prior authorization of the Shareholders' Meeting, make use of this delegation as from the filing by a third party of a proposed takeover bid for the Company's shares until the end of the offer period,

Resolves that the Board of Directors shall have full powers to implement this delegation or not, as well as the power to defer it, if applicable, under the legal conditions and within the limits and conditions specified above, in particular in order to:

• decide on the capital increase and determine the securities to be issued and, more generally, to decide on issues under this delegation;
• decide on the amount of the capital increase and the issue price as well as the amount of the premium that may be requested upon issue;
• determine the dates and terms of the capital increase, the nature and characteristics of the securities to be created, and, in the case of bonds or other debt securities giving access to the
  Company's share capital, to decide on whether or not they are subordinated (and, where applicable, their rank of subordination in accordance with the provisions of Article L. 228-97 of the French Commercial Code), set their interest rate (notably fixed or variable rate or zero or indexed coupon), their duration (fixed or indefinite) and the other terms of issue (including the granting of guarantees or collateral) and amortization; these securities could be accompanied by warrants giving the right to the allocation, acquisition or subscription of bonds or other debt securities, or take the form of complex bonds as defined by the stock market authorities; modify, during the life of the securities concerned, the terms and conditions referred to above, in compliance with the applicable formalities;
• determine the method of payment for shares or securities giving access to the share capital to be issued or securities to be issued;
• set, where applicable, the terms and conditions of exercise of the rights attached to the shares or securities to be issued and, in particular, set the date, even retroactively, from which the new ordinary shares (i.e., any underlying securities) will carry dividend rights; determine the terms of exercise of the rights to conversion, exchange and redemption, including by delivery of Company assets such as shares or securities already issued by the Company, as well as all other conditions and procedures for carrying out the capital increase;
• provide for the option of suspending the exercise of the rights attached to these securities in accordance with the legal and regulatory provisions for a maximum period of three months;
• at its sole initiative, charge the costs of the capital increase to the amount of the related premiums and deduct from this amount the sums necessary to increase the legal reserve to one-tenth of the new capital after each capital increase;