ORANGE SA
Proposal 1
THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED IN 2020, AS PRESENTED, SHOWING EARNINGS AMOUNTING TO EUR 2,387,482,026.44. APPROVAL OF THE COMPANY'S FINANCIAL STATEMENTS
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 2
THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR SAID FISCAL YEAR AS PRESENTED TO THE MEETING. CONSOLIDATED FINANCIAL STATEMENTS
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 3
THE SHAREHOLDERS' MEETING APPROVES THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS TO ALLOCATE THE EARNINGS AS FOLLOWS: ORIGIN: EARNINGS FOR THE FINANCIAL YEAR: EUR 2,387,482,026.44 RETAINED EARNINGS: EUR 9,107,533,866.28 DISTRIBUTABLE INCOME: EUR 11,495,015,892.72 ALLOCATION: DIVIDENDS: EUR 0.90 PER SHARES (INCLUDING EUR 0.20 PAID ON AN ON-OFF BASIS) RETAINED EARNINGS: THE BALANCE THE SHAREHOLDERS WILL BE GRANTED A NET DIVIDEND OF EUR 0.90 PER SHARE INCLUDING THE DEPOSIT DIVIDEND OF EUR 0.40 PAID ON DECEMBER 9TH 2020, WHICH WILL BE ELIGIBLE FOR THE 40 PER CENT DEDUCTION PROVIDED BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND BALANCE OF EUR 0.50 WILL BE PAID ON JUNE 17TH 2021. IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS WERE PAID FOLLOWS: EUR 0.65 PER SHARE FOR FISCAL YEAR 2017 EUR 0.70 PER SHARE FOR FISCAL YEAR 2018 EUR 0.50 PER SHARE FOR FISCAL YEAR 2019 THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS. RESULTS APPROPRIATION
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 4
THE SHAREHOLDERS' MEETING, AFTER REVIEWING THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE, AND NOTES THAT NO SUCH AGREEMENT WAS ENTERED INTO DURING SAID FISCAL YEAR. SPECIAL REPORT
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 5
THE SHAREHOLDERS' MEETING RENEWS THE APPOINTMENT OF THE COMPANY BPIFRANCE PARTICIPATIONS AS DIRECTOR FOR A 4-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2024 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 6
THE SHAREHOLDERS' MEETING RENEWS THE APPOINTMENT OF THE COMPANY KPMG S.A. AS STATUTORY AUDITOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 7
THE SHAREHOLDERS' MEETING RENEWS THE APPOINTMENT OF THE COMPANY SALUSTRO REYDEL AS ALTERNATE AUDITOR FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR. RENEWAL OF A TERM OF OFFICE
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 8
THE SHAREHOLDERS' MEETING APPOINTS AS STATUTORY AUDITOR, THE COMPANY DELOITTE FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR, TO REPLACE THE COMPANY ERNST AND YOUNG AUDIT AFTER THE END OF ITS TERM. APPOINTMENT
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 9
THE SHAREHOLDERS' MEETING APPOINTS AS ALTERNATE AUDITOR, THE COMPANY BEAS FOR A 6-YEAR PERIOD, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE 2026 FISCAL YEAR, TO REPLACE THE COMPANY AUDITEX AFTER THE END OF ITS TERM. APPOINTMENT
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 10
THE SHAREHOLDERS' MEETING RESOLVES TO TRANSFER THE HEAD OFFICE OF THE COMPANY TO 111 QUAI DU PRESIDENT ROOSEVELT, 92130 ISSY-LES-MOULINEAUX, FRANCE, AS DECIDED DURING THE SHAREHOLDERS' MEETING ON FEBRUARY 17TH 2021. NEW REGISTERED OFFICE
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 11
THE SHAREHOLDERS' MEETING, AFTER REVIEWING THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L. 22-10-34 I. OF THE FRENCH COMMERCIAL CODE, APPROVES SECTIONS 5.4.1.2, 5.4.2.1 AND 5.4.2.3 OF THE UNIVERSAL REGISTRATION DOCUMENT OF THE COMPANY FOR THE 2020 FISCAL YEAR. SPECIAL REPORT
Caisse vote:
For
Applicable policy or principle:
PC_06
Proposal 12
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR STEPHANE RICHARD AS CEO FOR THE 2020 FINANCIAL YEAR. COMPENSATION
Caisse vote:
For
Applicable policy or principle:
PC_06_06
Proposal 13
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR RAMON FERNANDEZ AS DEPUTY MANAGING DIRECTOR FOR THE 2020 FINANCIAL YEAR. COMPENSATION
Caisse vote:
For
Applicable policy or principle:
PC_06_06
Proposal 14
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR GERVAIS PELLISSIER AS DEPUTY MANAGING DIRECTOR FOR THE 2020 FINANCIAL YEAR. COMPENSATION
Caisse vote:
For
Applicable policy or principle:
PC_06_06
Proposal 15
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE CHIEF EXECUTIVE OFFICER, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY
Caisse vote:
For
Applicable policy or principle:
PC_06_01
Proposal 16
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE DEPUTY MANAGING DIRECTORS, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY
Caisse vote:
For
Applicable policy or principle:
PC_06_01
Proposal 17
THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE NON-MANAGERS DIRECTORS, FOR THE 2020 FISCAL YEAR. APPROVAL OF THE COMPENSATION POLICY
Caisse vote:
For
Applicable policy or principle:
PC_07
Proposal 18
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO BUY BACK THE COMPANY'S SHARES ON THE OPEN MARKET, SUBJECT TO THE CONDITIONS DESCRIBED BELOW: MAXIMUM PURCHASE PRICE: EUR 24.00, MAXIMUM NUMBER OF SHARES TO BE ACQUIRED: 10 PERCENT OF THE SHARES COMPOSING THE SHARE CAPITAL, MAXIMUM FUNDS INVESTED IN THE SHARE BUYBACKS: EUR 6,384,135,837.60. THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 16. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. AUTHORIZATION TO BUY BACK SHARES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 19
THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO INCREASE UP TO EUR 2,000,000,000.00, BY ISSUANCE, WITH THE SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS MAINTAINED, OF: -SHARES; -EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY -SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY -EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 20 SUBMITTED TO THIS MEETING. THE PRESENT DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 16. CAPITAL INCREASE THROUGH ISSUANCE, WITH PREFERRED SUBSCRIPTION RIGHTS MAINTAINED, OF SHARES AND/OR SECURITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 20
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 19 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 21
THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL UP TO EUR 1,000,000,000.00, BY WAY OF A PUBLIC OFFERING, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY - SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY - EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 22 SUBMITTED TO THIS MEETING. THE PRESENT DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 18. CAPITAL INCREASE BY ISSUING SHARES WITHOUT PREFERRED SUBSCRIPTION RIGHT BY OFFERS
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 22
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 21 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 23
THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS, FOR A 26-MONTH PERIOD, TO INCREASE THE SHARE CAPITAL UP TO EUR 1,000,000,000.00 (OR 20 PERCENT OF THE SHARE CAPITAL) COUNTING AGAINST RESOLUTION 21, BY WAY OF A PRIVATE OFFERING, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, OF: - SHARES; - EQUITY SECURITIES GIVING ACCESS TO OTHER EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF THE COMPANY - SECURITIES GIVING ACCESS TO EQUITY SECURITIES TO BE ISSUED OR TO BE ISSUED BY A SUBSIDIARY - EQUITIES GIVING ACCESS TO EXISTING EQUITY SECURITIES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES OF A COMPANY OF WHICH THE COMPANY HOLDS RIGHTS IN THE SHARE CAPITAL HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 24 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 20. CAPITAL INCREASE BY ISSUING SHARES WITHOUT PREFERRED SUBSCRIPTION RIGHT BY OFFERS
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 24
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 23 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 25
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES IN THE EVENT THOSE GRANTED UNDER RESOLUTIONS 19 TO 24 HEREIN EXCEED THE INITIAL NUMBER OF SECURITIES TO BE ISSUED (OVERSUBSCRIPTION), UP TO 15 PERCENT. THIS DELEGATION IS GIVEN FOR A 26-MONTH PERIOD. AUTHORIZATION TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED (OVERSUBSCRIPTION)
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 26
THE SHAREHOLDERS' MEETING GIVES ALL POWERS TO THE BOARD OF DIRECTORS TO ISSUE SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING RIGHTS TO SHARES TO BE ISSUED, IN CONSIDERATION FOR SECURITIES TENDERED AS A PART OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY CONCERNING THE SHARES OF ANOTHER COMPANY. THE AMOUNT OF SHARES TO BE ISSUED SHALL NOT EXCEED EUR 1,000,000,000.00 AND COUNT AGAINST RESOLUTION 21 OF THIS MEETING. HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 27 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 23. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. ISSUE OF EQUITY SECURITIES AND SECURITIES IN THE EVENT OF A PUBLIC EXCHANGE OFFER
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 27
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 26 (SUBJECT TO ITS APPROVAL BY THIS MEETING)AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 28
THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS, FOR A 26-MONTH PERIOD, TO INCREASE THE SHARE CAPITAL, UP TO EUR 1,000,000,000.00 (OR 10 PERCENT OF THE SHARE CAPITAL), BY ISSUING SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING ACCESS TO SHARES TO BE ISSUED, IN CONSIDERATION FOR THE CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND COMPOSED OF CAPITAL SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL. THIS AMOUNT SHALL COUNT AGAINST RESOLUTION NUMBER 21. HOWEVER, IT CANNOT BE USED IN THE CONTEXT OF A PUBLIC OFFER, UNLESS AUTHORIZED IN APPLICATION OF RESOLUTION 29 SUBMITTED TO THIS MEETING. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 25. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE IN CONSIDERATION FOR CONTRIBUTIONS IN KIND
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 29
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO USE THE DELEGATION OF AUTHORITY UNDER RESOLUTION 28 (SUBJECT TO ITS APPROVAL BY THIS MEETING) AT ANY TIME, INCLUDING, IN THE EVENT OF FILING BY A THIRD PARTY OF A PROPOSED PUBLIC OFFER FOR THE COMPANY'S SECURITIES. AUTHORIZATION TO USE THE DELEGATION DURING A PUBLIC OFFER PERIOD
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal 30
THE SHAREHOLDERS' MEETING SETS THE MAXIMUM OVERALL VALUE OF THE CAPITAL INCREASE CARRIED OUT BY VIRTUE OF DELEGATIONS AND AUTHORIZATIONS GRANTED TO THE BOARD OF DIRECTORS BY RESOLUTIONS 19 TO 29 TO EUR 3,000,000,000.00. DETERMINATION OF OVERALL VALUE OF THE CAPITAL INCREASE
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 31
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO ALLOCATE, FREE OF CHARGE, EXISTING OR TO BE ISSUED COMPANY SHARES, IN FAVOR OF MANAGING CORPORATE OFFICERS AND SOME EMPLOYEES OF THE COMPANY OR A RELATED COMPANY, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, THIS DELEGATION IS GIVEN FOR A 12-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED 0.07 PERCENT OF THE SHARE CAPITAL, NOTED THAT THE SHARES GIVEN TO THE MANAGING CORPORATE OFFICERS CANNOT EXCEED 100,000 SHARES THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 19. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 32
THE SHAREHOLDERS' MEETING AUTHORIZES THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL, IN FAVOR OF EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY WHO ARE MEMBERS OF A COMPANY SAVINGS PLAN, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS, BY ISSUANCE OF SHARES, EQUITY SECURITIES GIVING ACCESS TO EXISTING SHARES OR GIVING RIGHT TO THE ALLOCATION OF DEBT SECURITIES AND SECURITIES GIVING ACCESS TO SHARES TO BE ISSUED. THIS DELEGATION IS GIVEN FOR AN 18-MONTH PERIOD AND FOR A NOMINAL AMOUNT THAT SHALL NOT EXCEED EUR 200,000,000.00. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 20. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 33
THE SHAREHOLDERS' MEETING DELEGATES TO THE BOARD OF DIRECTORS ALL POWERS IN ORDER TO INCREASE THE SHARE CAPITAL, UP TO EUR 2,000,000,000.00, BY ISSUING BONUS SHARES OR RAISING THE PAR VALUE OF EXISTING SHARES, OR BY A COMBINATION OF BOTH METHODS, BY WAY OF CAPITALIZING RESERVES, PROFITS, PREMIUMS OR OTHER MEANS, PROVIDED THAT SUCH CAPITALIZATION IS ALLOWED BY LAW AND UNDER THE BYLAWS. THIS AUTHORIZATION IS GRANTED FOR A 26-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 21TH 2019 IN RESOLUTION NR 30. SHARE CAPITAL INCREASE BY CAPITALIZING RESERVES, PROFITS OR PREMIUMS
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 34
THE SHAREHOLDERS' MEETING GRANTS ALL POWERS TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY CANCELLING ALL OR PART OF THE SHARES HELD BY THE COMPANY IN CONNECTION WITH THE STOCK REPURCHASE PLAN UNDER RESOLUTION 18, UP TO 10 PERCENT OF THE SHARE CAPITAL OVER A 24-MONTH PERIOD. THE SHAREHOLDERS' MEETING DECIDES TO CHARGE THE EXCESS OF THE PURCHASE PRICE OVER THE SHARE'S NOMINAL VALUE ON THE ISSUANCE PREMIUM ACCOUNT, OR ANY OTHER AVAILABLE RESERVE ACCOUNT, WITHIN THE LIMIT OF 10 PERCENT OF THE CAPITAL REDUCTION. THIS AUTHORIZATION IS GIVEN FOR AN 18-MONTH PERIOD. THIS AUTHORIZATION SUPERSEDES THE FRACTION UNUSED OF THE AUTHORIZATION GIVEN BY THE SHAREHOLDERS' MEETING ON MAY 19TH 2020 IN RESOLUTION NR 21. AUTHORIZATION TO REDUCE THE CAPITAL THROUGH THE CANCELLATION OF SHARES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 35
THE SHAREHOLDERS' MEETING GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW. POWERS TO ACCOMPLISH FORMALITIES
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal A
PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THE SHAREHOLDERS' MEETING, SUBJECT TO THE ADOPTION OF RESOLUTION 31, AUTHORIZES THE BOARD OF DIRECTORS TO GRANT, FOR FREE EXISTING OR FUTURE SHARES, IN FAVOR OF THE EMPLOYEES OR THE CORPORATE OFFICERS OF THE COMPANY AND RELATED COMPANIES, FOR AN AMOUNT REPRESENTING 0.4 PERCENT OF THE SHARE CAPITAL. THE PRESENT DELEGATION IS GIVEN FOR A 12-MONTH PERIOD. THE SHAREHOLDERS' MEETING DELEGATES ALL POWERS TO THE BOARD OF DIRECTORS TO TAKE ALL NECESSARY MEASURES AND ACCOMPLISH ALL NECESSARY FORMALITIES. AMENDMENT TO THE RESOLUTION 31 - SHARE CAPITAL INCREASE RESERVED FOR EMPLOYEES
Caisse vote:
Against
Applicable policy or principle:
PC_02
Proposal B
PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: THE SHAREHOLDERS' MEETING DECIDES TO AMEND ARTICLE 13 OF THE BYLAWS, IN ORDER TO SET A MAXIMUM NUMBER OF TERMS OF OFFICE THAT THE DIRECTORS OF THE COMPANY CAN ACCEPT TO EXERCISE THE FUNCTIONS OF DIRECTOR OF THE COMPANY. AMENDMENT TO ARTICLES OF THE BYLAWS
Caisse vote:
Against
Applicable policy or principle:
PC_02