FFP_REGISTRATION_DOCUMENT_2017

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ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018

Resolutions to be proposed at the Ordinary and Extraordinary General Meeting of 17 May 2018

Decisions to be made in extraordinary session

exchange or tender offer or a combined tender and exchange offer initiated by the Company on the terms and conditions laid down in law and the regulations in force and in accordance with the provisions of article 231-41 of the General Regulation of the Autorité des marchés financiers. The General Meeting sets the maximum number of shares that may be acquired pursuant to this resolution at 10% of the Company’s share capital at the date of this General Meeting, which corresponds to 2,507,259 shares each with a par value of €1, it being stated that pursuant to this authorisation, the number of shares held in treasury will be taken into consideration such that the Company remains at all times below the limit on the number of shares held in treasury, which stands at no more than 10% of the share capital. The General Meeting resolves that the total amount spent on these acquisitions may not exceed €325,943,670 and resolves that the maximum purchase price may not exceed €130 per share, it being stated that the Company may not buy shares at a price exceeding the higher of: i) the last share price resulting from execution of a trade to which the Company was not party, and ii) the highest independent bid price on the trading platform on which the purchase was made. In the event of a capital increase through the capitalisation of premiums, reserves, earnings or other items leading to an allotment of bonus shares during the period of validity of this authorisation and in the event of the subdivision or consolidation of shares, the General Meeting delegates to the Board of Directors the power to adjust, where appropriate, the aforementioned maximum unit price, to reflect the impact of these transactions on the share’s value. The General Meeting grants full powers to the Board of Directors, which may be delegated as provided for in law, to: O decide to implement this authorisation; O lay down the terms and conditions and the arrangements for protecting the rights of holders of negotiable securities conferring rights to the share capital, stock options or rights to the allotment of performance shares, in accordance with the provisions of law, the regulations and contractual agreements; O place any stock market orders, enter into any agreements, including for administration of the share registers, in accordance with the regulations in force; O make any declarations and complete any other formalities and, generally speaking, take whatever action is necessary. The Board of Directors will inform the shareholders attending the annual Ordinary General Meeting of all the transactions completed pursuant to this resolution. This authorisation is granted for a period of 18 months with effect from the date of this General Meeting.

SEVENTEENTH RESOLUTION (Authorisation to be granted to the Board of Directors for a period of 26 months to cancel shares held by the Company following the repurchase of its own shares) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report and the Statutory Auditors’ special report, authorises the Board of Directors, in accordance with the provisions of article L. 225-209 of the French Commercial Code to cancel, at its sole discretion, on one or more occasions, some or all of the Company’s shares that the Company holds or may come to hold pursuant to the aforementioned article L. 225-209 and to reduce the share capital by the aggregate nominal amount of the duly cancelled shares, subject to an upper limit of 10% of the share capital at the date of this General Meeting per 24-month period. The General Meeting gives full powers to the Board of Directors to carry out the capital reduction(s), to write off the difference between the repurchase price of the cancelled shares and their par value against any and all reserves and share premiums, to make the corresponding amendments to the Articles of Association, to reassign the fractional amount of the statutory reserve that became available as a result of the capital reduction and to make all the declarations to the Autorité des marchés financiers and, generally, to take whatever action is necessary. This authorisation is granted for a period of 26 months from today’s date. EIGHTEENTH RESOLUTION (Authorisation to be granted to the Board of Directors for a period of 38 months to make a bonus allotment of new shares, with the disapplication of shareholders’ pre-emption rights, or of existing shares to employees and/or executive directors of the Company and related entities, subject to performance conditions, up to a limit of 3% of the share capital) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with articles L. 225-197-1 et seq. of the French Commercial Code: O authorises the Board of Directors to make, on one or more occasions, bonus allotments of the Company’s new or existing ordinary shares to some or all employees or executive directors of the Company or of French or international companies or economic interest groupings affiliated with it as provided under article L. 225-197-2 of the French Commercial Code;

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FFP

2017 REGISTRATION DOCUMENT