Genfit (GNFT) 20-F2023 FY Annual report (foreign)

Filed: 5 Apr 24, 11:44am

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Removed: adjudicated, adversarial, alter, attain, avoid, balanced, branded, breadth, clear, concurrently, construed, consultation, convincing, damaged, deferment, derecognition, derecognized, disbursed, disposed, distancing, diverted, enjoyed, evidencing, exact, feature, fulfilling, gathered, hard, intelligently, interdependent, IPO, landscape, left, lifted, LTE, nominating, nonrenewal, occasion, OSEO, overpaid, passing, pathological, payout, pertain, predicted, preissuance, presumption, prevented, prospectively, proving, PSE, quantified, reexamination, referring, reorganize, revoked, sauvegarde, saving, screened, segmented, spare, step, stipulation, strain, strongly, succeed, summer, undetectable, vaccination, VCTE, visible, Wuhan

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Exhibit 4.6

Summary of 2024 Free Shares (AGA) Plans

Free shares or AGA (actions gratuites) are shares of our Company that are granted to the beneficiary for free. They vest (i.e. the grant becomes definitive) after a minimum vesting period of one (1) year and can be subject to a lock-up period of at least one (1) further year. The sum of the vesting period and the lock-up period cannot be less than two (2) years (three (3) years for older plans) and, if there is no lock-up period, the vesting period must be of at least two (2) years (three (3) years for older plans). The total number of free shares granted (whether or not they are vested) cannot exceed 10% of our share capital.

Administration. Pursuant to delegations granted at our general meeting of the shareholders, our board of directors determines, or delegates to the Chief Executive Officer to determine, the list of the beneficiaries, the grant dates, the number of AGA granted and the terms and conditions of the AGA, including their vesting schedule and, if any, lock-up period.

Grants. Our AGA were granted to our employees. A total of 48,500 AGA have been granted, and 47,900 accepted, under one (1) plan in 2024 for employees (AGA S 2024), with the terms and conditions as set out below. 20,000 AGA were granted to our Chief Executive Officer in an AGA D 2024 plan, subject to approval by the shareholders of the Say-On-Pay resolution at our May 22, 2024 shareholders meeting.

Underlying shares. Our AGA are new ordinary shares of our Company that are issued upon vesting of the AGA.

Until they are vested, the number of AGA to which each beneficiary has right can be adjusted, upwards or downwards, as a result of certain corporate transactions, such as rights issues.

Standard terms. Our AGA will be definitively granted following a vesting period at the end of which the beneficiary must be effectively present in our Company or its consolidated subsidiaries (subject to exceptions) and subject to the realization of performance conditions that are assessed by our board of directors.

The terms and conditions of our AGA in respect of each of our plans are as follows:

Performance condition(s)

Assessment date(s) of presence and performance conditions and end of vesting period

Lock-up period end date

AGA D 2024

(i) Internal performance (1)
(ii) External performance (2)

March 15, 2026 (presence)
March 15, 2027 (performance)

March 16, 2027

AGAS 2024

Internal performance (1)

March 15, 2026 (presence)
March 15, 2027 (performance)

March 16, 2027

(1) Based on the achievement of milestones in our development.

(2) Based on the evolution of the share price of our ordinary shares.