FFP_REGISTRATION_DOCUMENT_2017

ORDINARY AND EXTRAORDINARY GENERAL MEETINGOF 17 MAY 2018

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

for the purpose of protecting the rights of the allottees and, in such case, to determine the arrangements for such adjustment; O carrying out, where new shares are to be allotted, the capital increases through the capitalisation of the Company’s reserves or issue premiums required at the time of the definitive allotment of the shares to their allottees, setting the date from which the new shares carry dividend rights and amending the Articles of Association accordingly; O completing all the formalities and, generally, taking whatever action is required. This authorisation replaces and supersedes the authorisation previously granted under the Tenth resolution of the General Meeting on 3 May 2016. NINETEENTH RESOLUTION (Delegation of powers to the Board of Directors for a period of 26 months to increase the share capital by an amount of up to €10,000,000 through the capitalisation of reserves or premiums) The General Meeting, deliberating in accordance with the quorum and majority voting requirements for extraordinary general meetings, apprised of the Board of Directors’ report, in accordance with the provisions of articles L. 225-129, L. 225-129-2 and L. 225-130 of the French Commercial Code: 1. delegates its powers to the Board of Directors to capitalise, on one or more occasions, in the proportions or at the times it deems appropriate, some or all of the earnings, reserves or share premiums, capitalisation of which is permitted by law and the Articles of Association and in the form of the allotment of bonus ordinary shares or an increase in the par value of existing shares or through a combination of these two methods; 2. sets the period of validity of this delegation of powers at 26 months with effect from the date of this General Meeting; 3. sets at €10,000,000 the maximum nominal amount of the capital increases that may be effected in accordance with this delegation of powers, it being stated that, where appropriate, the nominal value of shares to be issued to protect the rights of holders of negotiable securities conferring rights to the share capital, stock options or performance share allotment rights will be added to this upper limit; 4. gives full powers to the Board of Directors, which may be delegated to the Chief Executive Officer, or, with the latter’s consent, to a Chief Operating Officer, to implement this authorisation as provided for in law and specifically to decide that the rights forming odd lots may not be negotiable, that the corresponding shares will be sold as provided for in the applicable regulations, and that the sale proceeds will be allotted to the holders of the rights.

O resolves that, without prejudice to the adjustments provided for hereinafter, the total number of shares to be allotted at no cost may not exceed 3% of the Company’s share capital, with this cap being assessed on the day on which the shares are allotted; O resolves that the allotment of shares to allottees will be definitive, i) either at the end of a vesting period of at least one year, with allottees being obliged to hold said shares for a minimum period of one year from their definitive allotment, or ii) at the end of a minimum vesting period of two years, without any minimum lock-up period applying in this case. The Board of Directors will have the option of choosing between these two options and using them alternatively or concurrently, and it may, in the former case, extend the vesting and/or lock-up period, and, in the latter case, extend the vesting period and/ or set a lock-up period. Even so, allotment of the shares will become definitive upon the death or invalidity of the allottee where such invalidity meets the classification criteria stated in the second or third categories provided for in article L. 341-4 of the French Social Security Code; O resolves that the definitive allotment of the shares to the allottees will be contingent upon the satisfaction of performance conditions to be set by the Board of Directors; O sets the period of validity of this authorisation at 38 months with effect from the date of this authorisation; O duly notes that if new shares are to be allotted, this authorisation automatically entails the disapplication by shareholders of their pre-emption rights for the benefit of the shares to be allotted at no charge. In accordance with the law and regulations in force and with the provisions of this resolution, the General Meeting grants full powers to the Board of Directors to implement it, which includes: O laying down the performance conditions and criteria for the allotment of the shares and drawing up the list(s) of potential allottees; O laying down, subject to the minimum period stated hereinabove, the lock-up period for the shares, bearing in mind that it will be incumbent on the Board of Directors in respect of any shares allotted to executive directors as provided for in article L. 225-197-1, II sub-para. 4 of the French Commercial Code, either to resolve that said shares may not be transferred by the allottees until their duties cease, or to specify the number of such shares that they will be required to hold in registered form until their duties cease; O resolving, where appropriate, in the event of any transactions affecting the share capital taking place during the vesting period of the shares allotted, to adjust the number of shares allotted

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2017 REGISTRATION DOCUMENT