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soci t anonyme with share capital of EUR 3,587,560.05
Registered office: 8, rue de la Croix Jarry - 75013 Paris
428 859 052 R.C.S. Paris
EXTRAORDINARY AND ORDINARY SHAREHOLDERS GENERAL MEETING
OF DECEMBER 22, 2023
Shareholders are hereby informed that they are invited to attend the combined extraordinary and ordinary general meeting to be held on December 22, 2023
at 2.30 p.m., at the Biopark auditorium, 11 rue Watt, 4th floor, 75013 Paris, France, to deliberate on the following agenda:
Agenda under the competence of the extraordinary general meeting
Agenda presented to the ordinary shareholders meting
Creation of a class of
preferred shares referred to as Class A preferred shares convertible into ordinary shares (the A Shares ) - determination of the specific rights attached to the A Shares corresponding amendment to the bylaws
The general meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general meetings,
after having reviewed :
subject to the condition subsequent (condition r solutoire) of the non-adoption of the second and the fourth resolutions below,
resolves, in accordance with the provisions of
Article L. 228-11 of the French Commercial Code, to create a new class of preferred shares convertible into ordinary shares referred to as Class A preferred shares (hereinafter the A
Shares ), the characteristics of which are as follows:
The new ordinary shares resulting from the conversion of the A Shares will be assimilated to the outstanding ordinary shares and will carry
dividend rights as from the first day of the financial year in progress on the date of their conversion, and will confer to their holders, as from their delivery, all the rights attached to ordinary shares. They will be subject to a request for
admission for trading on the Euronext Growth market on the same quotation line as the ordinary shares.
The board of directors will
acknowledge the conversion of the A Shares into ordinary shares, will acknowledge the number of ordinary shares resulting from the conversion of A Shares and will make the necessary amendments to the bylaws. This power may be delegated to the
managing director (Directeur G n ral) under the conditions provided for by law.
Notwithstanding the foregoing, any A
Shares outstanding will automatically convert into ordinary shares on the basis of the Conversion Ratio upon the acquisition by any person of such number of ordinary shares causing such person to hold over ninety (90) per cent of the share
capital and voting rights of the Company,
acknowledges that the conversion of the A Shares into ordinary shares results in shareholders waiving
their preferential subscription rights to the new ordinary shares resulting from the conversion,
resolves that the specific rights attached to the
A Shares are attached to the A Shares and not to their holders, and will therefore benefit to the successive holders of said A Shares,
that in the event of a share capital increase by incorporating reserves and distribution of free shares, distribution of dividends in the form of shares or allocation of free shares, the shares allocated by virtue of the rights attached to the A
Shares will themselves be A Shares,
resolves that new shares subscribed to by a shareholder holding A Shares through the exercise of a
preferential subscription right will themselves be A Shares, unless otherwise decided by the general meeting authorizing such share capital increase,
specifies, as necessary, that in the event of a reverse stock-split or split of the nominal value of the Company s shares (or other equivalent
transactions), the shares allotted in respect of the A Shares will themselves be A Shares,
specifies that the specific rights attached to A Shares
are set out in the Revised Bylaws, which shall form an integral part of this first resolution,
resolves, as a consequence of the
foregoing, to amend the Company s bylaws and to adopt the Articles of the Revised Bylaws relating to the A Shares, as appended to the board of directors report to the general meeting.
Delegation of authority to
the board of directors to increase the share capital by a maximum nominal amount of EUR 500,000, through the issuance of a maximum of 10,000,000 A Shares, with cancellation of the shareholders preferential subscription rights in favor of a
The general meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general meetings,
having reviewed the report of the board of directors, the statutory auditors report and the report of the specially appointed auditor (commissaire
aux avantages particuliers),
in accordance with the provisions of Articles L. 225-129 et seq. of
the French Commercial Code, and in particular Articles L. 225-129-2, L. 225-135 and L-225-138 of the French Commercial Code and Article L. 22-10-49 of the French Commercial Code,
subject to the adoption of the first resolution above and the third resolution below,
delegates, subject to the condition precedent of the adoption of the fifth resolution below relating to the cancellation of the shareholders
preferential subscription rights in favor of the person referred to in said resolution, to the board of directors, with powers to subdelegate in accordance with applicable law, its authority to decide, in the proportions and at the times it deems
appropriate, one or several share capital increases through the issuance, in France or abroad, of preferred shares of category A (the A Shares ),
resolves that the total nominal amount of share capital increases that may be carried out under this delegation shall not exceed EUR 500,000, or
its equivalent in foreign currency, through the issuance of a maximum of 10,000,000 A Shares with a par value of EUR 0.05 each, to which will be attached the specific rights referred to in the first resolution above, as more fully described in the
Revised Bylaws adopted pursuant to the first resolution above,
resolves that the issuance price of the A Shares issued under this delegation will
be 5 US dollars, the euro equivalent of which will be determined by the board of directors on the date on which the share capital increase is decided,
resolves to issue a maximum of 10,000,000 ordinary shares, representing a maximum par value of EUR 500,000, which may be issued by the Company in the
event of conversion of the A Shares in accordance with the terms and conditions set out in the Revised Bylaws,
subscription price of the A Shares issued pursuant to this delegation must be fully paid up in cash (including, where applicable, by offsetting receivables) at the time of the subscription,
resolves that the A Shares will accrue rights from the date of their issuance and will be subject to all the provisions of the Company s bylaws
and to the decisions of the Company s shareholders general meetings from that date,
specifies that the delegation thus granted to the
board of directors is valid for a period of twelve months from the date of this meeting,
resolves that the board of directors will have full
powers, with powers to subdelegate in accordance with applicable law, to implement this delegation in accordance with applicable law and the Company s bylaws, and in particular to:
acknowledges that, should the board of directors decide to use the delegation granted in this resolution, it will report to the next ordinary
shareholders meeting, in accordance with applicable laws and regulations, on the use made of the delegations granted in this resolution.
Creation of a class of
preferred shares referred to as Class B preferred shares convertible into ordinary shares (the B Shares ) - determination of the specific rights attached to the B Shares - corresponding amendment to the bylaws
The general meeting, deliberating in accordance with the quorum and majority requirements for extraordinary general meetings,
after having reviewed :
subject to the condition subsequent (condition r solutoire) of the non-adoption of the second resolution above and the fourth resolution below,
resolves, in accordance with the
provisions of Article L. 228-11 of the French Commercial Code, to create a new class of preferred shares convertible into ordinary shares referred to as Class B preferred shares (hereinafter the
B Shares ), the characteristics of which are as follows:
The new ordinary shares resulting from the conversion of the B Shares will be assimilated to the outstanding ordinary shares and will carry
dividend rights as from the first day of the financial year in progress on the date of their conversion, and will confer to their holders, as from their delivery, all the rights attached to ordinary shares. They will be subject to a request for
admission for trading on the Euronext Growth market on the same quotation line as the ordinary shares.
The board of directors will
acknowledge the conversion of the B Shares into ordinary shares, will acknowledge the number of ordinary shares resulting from the conversion of B Shares and will make the necessary amendments to the bylaws. This power may be delegated to the
managing director (Directeur G n ral) under the conditions provided for by law.
Notwithstanding the foregoing, any B
Shares outstanding will automatically convert into ordinary shares on the basis of the Conversion Ratio upon the acquisition by any person of such number of ordinary shares causing such person to hold over ninety (90) per cent of the share
capital and voting rights of the Company,
acknowledges that the conversion of the B Shares into ordinary shares results in shareholders waiving
their preferential subscription rights to the new ordinary shares resulting from the conversion,
resolves that the specific rights attached to the
B Shares are attached to the B Shares and not to their holders, and will therefore benefit to the successive holders of said B Shares,
that in the event of a share capital increase by incorporating reserves and distribution of free shares, distribution of dividends in the form of shares or allocation of free shares, the shares allocated by virtue of the rights attached to the B
Shares will themselves be B Shares,
resolves that new shares subscribed to by a shareholder holding B Shares through the exercise of a
preferential subscription right will themselves be B Shares, unless otherwise decided by the general meeting authorizing such share capital increase,
specifies, as necessary, that in the event of a reverse stock-split or split of the nominal value of the Company s shares (or other equivalent
transactions), the shares allotted in respect of the B Shares will themselves be B Shares,
specifies that the specific rights attached to B Shares
are set out in the Revised Bylaws, which shall form an integral part of this third resolution,
resolves, as a consequence of the
foregoing, to amend the Company s bylaws and to adopt the Articles of the Revised Bylaws relating to the B Shares, as appended to the board of directors report to the general meeting.