FFP_REGISTRATION_DOCUMENT_2017

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ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018

Statutory Auditors’ special reports

Statutory Auditors’ report on the issue of shares and miscellaneous negotiable securities with or without pre-emption rights

General Meeting of 17 May 2018

To the Shareholders, In our capacity as the Company’s Statutory Auditors and in accordance with the duty provided for in articles L. 228-92 and L. 225-135 et seq. of the French Commercial Code, we hereby report to you on the proposals to authorise the Board of Directors to carry out various issues of ordinary shares and negotiable securities with or without pre-emption rights, which has been submitted for your approval. The Board of Directors proposes, on the basis of its report, that: 1) it be authorised for a period of 26 months from the date of this General Meeting to decide whether to proceed with the following issues and to determine the final terms and conditions and proposes, where necessary, to disapply shareholders’ pre-emption right: • an issue of ordinary shares and/or equity securities conferring rights to other equity securities or carrying entitlement to the allotment of debt securities, and/or negotiable securities conferring rights to equity securities to be issued, with pre-emption rights for shareholders (Twentieth resolution); • an issue of ordinary shares and/or equity securities conferring rights to other equity securities or carrying entitlement to the allotment of debt securities, and/or negotiable securities conferring rights to equity securities to be issued, without pre-emption rights for shareholders in connection with a public offering (Twenty-first resolution); • an issue of ordinary shares and/or negotiable securities conferring rights to the Company’s share capital or carrying entitlement to debt securities, without pre-emption rights through offers referred to in II of article L. 411-2 of the French Monetary and Financial Code (Twenty-second resolution); • an issue of shares and/or equity securities conferring rights to other equity securities or carrying entitlement to the allotment of debt securities, and/or negotiable securities conferring rights to a portion of the capital to be issued, in the event of a public exchange offer being launched by FFP (Twenty-sixth resolution); 2) it be authorised pursuant to the Twenty-third resolution, in connection with the authorisations stated in the Twenty-first and Twenty- second resolutions, to set the issue price up the statutory limit of 10% of the share capital p.a. The aggregate nominal amount of capital increases through an issue of shares and/or negotiable securities effected pursuant to the Twentieth and Twenty-first resolutions may not exceed €10 million. The aggregate nominal amount of capital increases through an issue of shares and/or negotiable securities effected pursuant to the Twenty-second resolution may not exceed €10 million and, p.a., 20% of the share capital at the date of this General Meeting. The aggregate nominal amount of the debt securities giving access to equity securities that may be effected pursuant to the Twentieth, Twenty-first and Twenty-second resolutions may not exceed €15 million.

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FFP

2017 REGISTRATION DOCUMENT