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A limited liability company with an executive board and a supervisory board (soci t anonyme directoire et conseil de surveillance)
Incorporated and organized under the laws of France with a share capital of 1,044,776.16
Registered office: 60, rue de Wattignies, 75012 Paris, France
447 521 600 Paris Trade and Companies Register
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Annual General Combined Meeting of the Shareholders
Approval of the statutory accounts for the year ended 31 December 2020
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the management report of the executive board and the reports of the supervisory board and the statutory auditors,
approves the corporate accounts for the financial year ended 31 December 2020 as presented to it as well as the transactions reflected in these accounts or summarized in these
acknowledges that the statutory accounts do not cover any excess depreciation or extravagant expenditure referred to in Article 39-4 of the French General Tax Code.
Approval of the consolidated accounts for the year ended 31 December 2020
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the reports of the executive board, the supervisory board and the statutory auditors,
approves the consolidated accounts of the Nanobiotix group for the financial year ended 31 December 2020, as presented to it and the transactions reflected in these accounts or
summarized in these reports.
Allocation of results for the financial year ended 31 December 2020,
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the management report of the executive board,
noting that the losses for the financial year ended 31 December 2020 amount to the sum of 35,719,490.20,
decides to allocate such losses to the deferred "retained earnings" debit account.
It is recalled, in accordance with the legal provisions, that no dividends were distributed for the previous three years.
Review of the agreements referred to in Articles L. 225-86 et seq. of the French Commercial Code
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings and by Article L. 225-88 of the French Commercial Code,
having reviewed the special report of the statutory auditors on the agreements referred to in Articles L. 225-86 et seq. of the French Commercial Code,
finds that no agreements referred to in the aforementioned articles were concluded during the past financial year.
Approval of the elements of compensation due or awarded for the 2020 financial year to the Chairman of the executive board, Mr. Laurent Levy
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
after having reviewed the report of the supervisory board,
pursuant to the provisions of paragraph II of Article L. 22-10-34,
approves the elements of fixed, variable and exceptional compensation due or awarded for the 2020 financial year to the Chairman of the executive board for his term of office, as
decided by the supervisory board in accordance with the principles and criteria approved by the shareholders' meeting on 28 April 2020 pursuant to its sixteenth resolution and detailed in the report on corporate governance.
Approval of the elements of compensation due or awarded for the 2020 financial year to Ms. Anne-Juliette Hermant, for her term of office as member of the executive board and her employment contract
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
after having reviewed the report of the supervisory board,
pursuant to the provisions of paragraph II of Article L. 22-10-34,
approves the fixed, variable and exceptional elements of compensation due or awarded for the 2020 financial year to Ms. Anne-Juliette Hermant for her term of office as member of
the executive board and her employment contract, as approved by the supervisory board in accordance with the principles and criteria approved by the shareholders' meeting on 28 April 2020 under its seventeenth resolution and detailed in the report on
corporate governance.
Approval of the elements of compensation due or awarded for the 2020 financial year to Mr. Philippe Mauberna for his term of office as member of the executive board and his employment contract
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
after having reviewed the report of the supervisory board,
pursuant to the provisions of paragraph II of Article L. 22-10-34,
approves the fixed, variable and exceptional elements of compensation due or awarded in the 2020 financial year to Mr. Philippe Mauberna for his term of office as member of the
executive board and employment contract, as decided by the supervisory board in accordance with the principles and criteria approved by the shareholders' meeting of shareholders of the Company dated 28 April 2020 under its eighteenth resolution and
detailed in the corporate government report.
Approval of the elements of compensation due or allocated for the 2020 financial year to Mr. Laurent Condomine for his term of office as Chairman of the supervisory board
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
after having reviewed the report of the supervisory board,
pursuant to the provisions of paragraph II of Article L. 22-10-34,
approves the fixed, variable and exceptional elements of compensation due or awarded for the 2020 financial year to Mr. Laurent Condomine for his term of office as Chairman of the
supervisory board, as approved by the supervisory board in accordance with the principles and criteria approved by the shareholders' meeting on 28 April 2020 under its fourteenth resolution and detailed in the report on corporate governance.
Vote on information relating to compensation for corporate officers (excluding executive corporate officers) in 2020 mentioned in Article L. 22-10-9 of the French Commercial Code
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
after having reviewed the report of the supervisory board,
approves, in application of the provisions of paragraph II of Article L. 22-10-34 of the French Commercial Code, the information mentioned in Article L. 22-10-9 of the French
Commercial Code concerning corporate officers (excluding executive corporate officers), as they appear in the supervisory board's report on corporate governance.
Approval of the supervisory board member compensation policy for the 2021 financial year
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the corporate government report and, in particular, the sections established pursuant to the provisions of Article L. 22-10-26 of the French Commercial Code,
approves the supervisory board member compensation policy for the 2021 financial year, as presented in the aforementioned report.
Approval of Mr. Laurent Levy's compensation policy for his term of office as Chairman of the executive board for the 2021 financial year
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the corporate government report and, in particular, the sections established pursuant to the provisions of Article L. 22-10-26 of the French Commercial Code,
approves the compensation policy of Mr. Laurent Levy for his term of office as member of the executive board for the 2021 financial year, as presented in the aforementioned report.
Approval of Ms. Anne-Juliette Hermant's compensation policy for her term of office as member of the executive board and for her employment contract for the 2021 financial year
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the corporate government report and, in particular, the sections established pursuant to the provisions of Article L. 22-10-26 of the French Commercial Code,
approves the compensation policy of Ms. Anne-Juliette Hermant for her term in office as member of the executive board and her employment contract for the 2021 financial year, as
presented in the aforementioned report.
Thirteenth resolution
Approval of Mr. Philippe Mauberna's compensation policy for his term of office as member of the executive board and his employment contract for the 2021 financial year
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the corporate government report and, in particular, the sections established pursuant to the provisions of Article L. 22-10-26 of the French Commercial Code,
approves the compensation policy of Mr. Philippe Mauberna for his term of office as member of the executive board and his employment contract for the 2021 financial year, as
presented in the aforementioned report.
Fourteenth resolution
Approval of the 2020 Stock Option Plan adopted by the executive board during its meeting on 9 February 2021
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the report of the executive board,
approval of the 2020 Stock Option Plan adopted by the executive board during its meeting on 9 February 2021,
Fifteenth resolution
Authorization to be granted to the executive board to buy back Company shares
The shareholders' meeting, voting under the quorum and majority conditions required for ordinary shareholders' meetings,
having reviewed the report of the executive board,
authorizes the executive board, with the option of subdelegation under the conditions provided for by law, for a period of eighteen (18) months from this date, to acquire Company
shares, under the conditions provided for in Articles L. 22-10-62 et seq. of the French Commercial Code and by Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse,
decides that the executive board, prior to using this authorization, shall obtain the consent of the supervisory board,
decides that the acquisition, disposal or transfer of these shares may be carried out by any means, on one or more occasions, in particular on a regulated market, on a multilateral
trading system, with a systematic internaliser or over-the-counter, including through the acquisition or sale of blocks, public offers, using optional or derivative mechanisms or warrants, under the conditions provided for by the market authorities and
in compliance with the applicable regulations,
decides that authorization may be used to:
decides to set the maximum unit purchase price per share (excluding fees and commissions) at 60, with an overall threshold of 20,000,000, it being specified that this purchase
price shall be subject to adjustments if necessary in order to take into account the operations on the capital (in particular in the event of incorporation of reserves and allocation of free shares, division or consolidation of shares) which would
occur during the period of validity of this authorization,
acknowledges that the maximum number of shares that may be purchased under this resolution may not, at any time, exceed 10% of the total number of shares, it being specified that
(i) when the shares are acquired with the aim to promote the liquidity of the Company's shares, the number of shares taken into account for the calculation of this limit shall correspond to the number of shares purchased minus the number of shares
resold during the term of the authorization and (ii) when they are for the purpose of their retention and subsequent delivery in payment or in exchange within the framework of a merger, demerger or contribution, the number of shares acquired may not
exceed 5% of the total number of shares,
grants full powers to the executive board, with the option of subdelegation under the conditions provided for by law, to place all stock market orders, sign all cession or transfer