Translation for information purposes only
SECOND RESOLUTION
Amendment of the age limit applicable to directors, the chairman of the board of directors, the chief executive officer and to the deputy chief executive officers – subsequent amendment of the articles of association
The General Meeting, ruling under the conditions of quorum and majority required for extraordinary general meetings,
having considered the report of the board of directors,
resolved to amend the the age limit applicable to directors, the chairman of the board of directors, the chief executive officer and to the deputy chief executive officers in order to bring it from 70 to 75 years and as a consequence to amend :
(i) the last paragraph of article 11.1. of the articles of association as follows:
“The number of directors over the age of 75 shall not exceed one-third of the directors in office. If this limit is exceeded during the directors’ terms of office, the oldest director shall automatically be deemed to have resigned at the end of the next ordinary general shareholders’ meeting.”
(ii) the last paragraph of article 11.2. of the articles of association as follows:
“The Chairman of the Board cannot be more than 75 years old. If the Chairman reaches this age limit during his term of office as Chairman, he shall automatically be deemed to have resigned at the end of the current office. Subject to this provision, the Chairman of the Board is always eligible for reappointment.”
(iii) article 14.1.2. of the articles of association as follows:
“The Chief Executive Officer cannot be more than 75 years old. If the Chief Executive Officer reaches this age limit, he shall automatically be deemed to have resigned. However, the Chief Executive Officer’s term of office shall be prolonged until the next Board of Directors meeting, at which a new Chief Executive Officer shall be appointed.”
(iv) the fifth paragraph of article 14.2.1. of the articles of association as follows:
“Deputy Chief Executive Officers cannot be more than 75 years old. If a Deputy Chief Executive Officer in office reaches this age limit, he shall automatically be deemed to have resigned. The Deputy Chief Executive Officer’s term of office shall be prolonged until the next Board of Directors’ meeting, at which a new Deputy Chief Executive Officer may be appointed.”
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Conditions for attending the General Meeting
Any shareholder, regardless of the number of shares owned, may attend this General Meeting.
The right to participate in the meeting shall be evidenced by the registration of the shares in the name of the shareholder or of the intermediary registered on his behalf, at midnight, Paris time, on November 2, 2020, either in the registered share accounts held by Société Générale or in the bearer share accounts held by an authorized custodian.
The registration of shares in the bearer share accounts held by an authorised intermediary is evidenced by a certificate of participation issued by the latter, attached to the remote voting form or proxy form or on behalf of the shareholder represented by the registered intermediary.
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