Wavestone : Table of currently valid authorizations to increase company share capital – 2024 Annual General Meeting

Table of currently valid authorizations to increase company share capital

Extract from the Corporate Governance Report 2023/24

© Wavestone | 1

According to the Combined General Meeting of 7/28/2022

Resolution

Purpose

Duration

Maximum nominal

Utilization

value

Issue of ordinary shares and

financial securities giving

Securities: €151,474

12th

immediate or future access

26 months

Debt securities:

None

to the company's share

capital, with preferential

€40,000,000

subscription rights.

Issue of ordinary shares and

financial securities giving

immediate or future access

Securities by public

13th

to the company's share

offering: €100,982

capital, without preferential

26 months

None

subscription rights, by way of

Debt securities:

a public offering (priority

€15,000,000

granted to existing

shareholders for a minimum

period of five days).

10% of the

company's share

Issue of ordinary shares and

capital as of July 28,

2022

financial securities giving

14th

immediate or future access

Debt securities:

to the company's share

26 months

€15,000,000

None

capital, without preferential

within the limit of the

subscription rights, within the

specific ceiling

framework of a private

provided for in the

placement.

13th resolution and

the overall ceiling set

in the 23rd resolution.

In the event of

oversubscription to a capital

15% of the initial

increase authorized under

the 12th resolution (with or

issue subject to the

without preferential

ceiling specified in

15th

subscription rights), the

the resolution in

power to increase the

26 months

question and within

None

number of ordinary shares

the limits of the

and/or financial securities to

overall ceiling set in

be issued in accordance with

the 23rd resolution.

the provisions of Article

L.225-135-1 of the French

Commercial Code, at the

same price as the initial issue

© Wavestone | 2

	and within thirty days of the
	end of the subscription
	period.
	In the event of
	oversubscription to a capital
	increase authorized under
	resolution 13 (with
	cancellation of preferential		15% of the initial
	subscription rights and under		issue subject to the
	the framework of a public		ceiling specified in
	offering), increase the		the resolution in
16th	number of ordinary shares	26 months	question and within		None
	and/or financial securities to		the limits of the
	be issued in accordance with		overall ceiling set in
	the provisions of Article		the 23rd resolution.
	L.225-135-1 of the French
	Commercial Code, at the
	same price as the initial issue
	and within thirty days of the
	end of the subscription
	period.
	In the event of
	oversubscription to a capital
	increase authorized under
	resolution 14 (with
	cancellation of preferential		15% of the initial
	subscription rights and under		issue subject to the
	the framework of a private		ceiling specified in
	placement), increase the		the resolution in
17th	number of ordinary shares	26 months	question and within		None
	and/or financial securities to		the limits of the
	be issued in accordance with		overall ceiling set in
	the provisions of Article		the 23rd resolution.
	L.225-135-1 of the French
	Commercial Code, at the
	same price as the initial issue
	and within thirty days of the
	end of the subscription
	period.
	Issue of ordinary shares and		10% of the
	financial securities giving		company's share
18th	access to share capital,	26 months	capital as of July 28,
without preferential	2022		None
	subscription rights, for the		Debt securities:
	purposes of remunerating
		€15,000,000
	contributions in kind granted
				© Wavestone | 3

	to the company and		within the limit of the
	comprising shares or		specific ceiling
	financial securities giving		provided for in the
	access to third-party share		13th resolution and
	capital (not including public		the overall ceiling set
	exchange offers).		in the 23rd resolution.
	Issue of ordinary shares and		10% of the
	financial securities giving
		company's share
	access to share capital,
		capital as of July 28,
	without preferential
		2022
	subscription rights, for the
	purposes of remunerating		Debt securities:
19th	contributions in kind granted	26 months	€15,000,000		None
to the company and
		within the limit of the
	comprising shares or
		specific ceiling
	financial securities giving
		provided for in the
	access to third-party share
		13th resolution and
	capital within the framework
		the overall ceiling set
	of a public exchange offer
		in the 23rd resolution.
	initiated by the company.
	Issue of ordinary shares and
	financial securities giving		5% of the share
	access to the company's
		capital on the day of
	share capital, without
		implementation of
	preferential subscription
20th	26 months	the resolution		None
rights maintained and
	reserved for staff members		within the limit of the
	who are subscribers to an
		overall ceiling set in
	employee savings plan and to
		the 23rd resolution
	corporate officers eligible for
	the employee savings plan.
					Employees
					plan no. 17 of
					7/5/23:
			5% of the share		Initial
				allocation of
			capital on the day of
	Free allocation of existing			57,234 shares
		implementation of
21st			correspondin
shares or shares to be issued		the resolution
	38 months		g to 0.28% of
	to employees of the company
	and related companies		within the limit of the		the share
			capital at the
			overall ceiling set in
				time of
			the 23rd resolution
					allocation
					Key People
					plan no. 17 of
					7/5/23:
				© Wavestone | 4

				Initial
				allocation of
				53,856 shares
				correspondin
				g to 0.27% of
				the share
				capital at the
				time of
				allocation
				International
				plan no. 3 of
				7/5/23:
				Initial
				allocation of
				9,033 shares
				correspondin
				g to 0.04% of
				the share
				capital at the
				time of
				allocation
			0.5% of the share
22nd	Free allocation of existing		capital on the day of
	implementation of
	shares or shares to be issued
		the resolution
	to corporate officers of the	38 months	None
	company and related		within the limit of the
	companies
		overall ceiling set in
			the 23rd resolution
	Aggregate ceiling for issues		Securities: €151,474
	under the 12th to 22nd
23rd	resolutions of the Combined		Debt securities:	None
	General Meeting of July 28,
		€40,000,000
	2022
	Incorporation of reserves or
	profits, issue premiums or
	contribution premiums by the		€400,000
24th	creation and free allocation	26 months	This ceiling is	None
of ordinary shares or by
	increasing the par value of		independent
	shares, or by a combination
	of these two methods.

© Wavestone | 5