access to the capital issued pursuant to this resolution will be such that the amount received immediately by the
Company, increased, where applicable, by that likely to be received subsequently by it during the exercise, con-
version or exchange of said securities, or, for each share issued as a result of the exercise, conversion or ex-
change of these securities, at least equal to the price issue defined above.
(4) The issue price of the shares issued by virtue of this delegation will be determined by the Board of Directors
and will be at least equal, at the discretion of the Board of Directors, (i) either to the closing share price of the
Company on the regulated Euronext Paris market during the last trading session preceding its fixing, possibly re-
duced by a maximum discount of 20%, (ii) either at the volume-weighted average (in the central order book and
excluding off-market blocks) of the prices of the Company's shares on the regulated Euronext Paris market during
the last 3 trading sessions preceding the setting of the issue price, possibly reduced by a maximum discount of
20%, (iii) either the weighted average share price of the Company on the day preceding the setting of the offer
price, possibly reduced by a maximum discount of 20%, (iv) i.e. the average of 5 consecutive quoted share prices
chosen from the last 30 trading sessions preceding the fixing of the offer price, possibly reduced by a maximum
discount of 20%, taking into account, where applicable, the possible date of entitlement and it being specified that
the issue price of the securities giving access to the capital , possibly issued by virtue of this delegation, must be
such that the amount received immediately by the Company, increased by the amount likely to be received by the
latter upon the exercise or conversion of these securities, is, for each share issued following the issue of these
securities, at least equal to the aforementioned minimum amount, it being finally specified that the day of fixing
the price may be understood, at the discretion of the Board of Directors, in particular from the date of the decision
of the issue of ordinary shares by direct issue or by issue following the exercise or conversion of securities.
It is also specified that for the implementation of said delegation, the preferential subscription right of sharehold-
ers to ordinary shares and other securities giving access to the capital to be issued pursuant to Article L. 228-91
of the French Commercial Code will be deleted in favor of one or more person(s) belonging to one or more of the
following categories of persons:
natural or legal person(s), including companies, trusts, investment funds or other investment vehicles
regardless of their form, under French or foreign law, investing on a regular basis in the pharmaceutical,
biotechnology, or medical technology sector, where applicable on the occasion of the conclusion of an
industrial, commercial, licensing, research or partnership agreement with the Company, and or;
company(ies), institution(s) or entity(ies) whatever their form, French or foreign, exercising a significant
part of their activity in these sectors or in the cosmetics or chemical field or medical devices or research
in these fields or having entered into an industrial, commercial, licensing, research or partnership agree-
ment with the Company, and or;
any credit institution, any French or foreign investment service provider or member of an investment
banking syndicate or any company or investment fund undertaking to subscribe to any issue likely to re-
sult in a capital increase term that could be carried out by virtue of this delegation within the framework
of the setting up of a line of financing in equity or bond, and or;
provider(s) of French or foreign investment services, or any foreign institution(s) having an equivalent
status, likely to guarantee the completion of an issue intended to be placed with persons referred to in (i)
and/or (ii) above and, in this context, to subscribe to the securities issued.
(5) Within the limit of 10% of the capital of the Company (as existing on the date of the transaction) per period of
12 months, to derogate from the conditions for fixing the price provided for by the aforementioned resolutions and
to fix the price of issue of ordinary shares and/or securities giving immediate or future access to issued capital,
according to the following terms. The issue price of ordinary shares that may be issued under said post-IPO dele-
gations of authority will be set by the Board of Directors and must be at least equal to:
either the weighted average price of the Company's share on the day preceding the setting of the offer
price, possibly reduced by a maximum discount of 20%,
or the volume-weighted average (in the central order book and excluding off-market blocks) of the Com-
pany's share price on the regulated Euronext Paris market during the last 3 trading sessions preceding
the issue price, possibly reduced by a maximum discount of 20%,
either the average of 5 consecutive quoted prices (either closing price or weighted average price, for the
5 consecutive prices) of the Company's share chosen from the last 30 trading sessions preceding the
fixing of the price of the offer, possibly reduced by a maximum discount of 20%.
(6) These amounts are not cumulative. The maximum cumulative ceiling authorized by the General Meeting for
issues of securities giving access to capital is set at 4% of the Company's share capital on the day of use by the
Board of Directors of the delegation concerned.
(7) The purchase or subscription price per share will be set by the Board of Directors, with the option of sub-dele-
gating under the conditions provided for by law, at a price at least equal to the closing price of an ordinary share
of the Company admitted to trading on the regulated market Euronext Paris, possibly reduced by a maximum dis-
count of 20%, the day preceding that on which the options are granted, it being specified that its exercise price, in
accordance with the provisions of Article L 225-177 of the Commercial Code, may not be less than 80% of the
average quoted price for the twenty trading sessions preceding the day on which the options are granted.
(8) The issue price of a BSA will be determined by the Board of Directors on the day of issue of said BSA accord-
ing to the characteristics of the latter will be at least equal to the weighted average (in the central order book and
excluding off-market blocks) by the volumes of the closing price of a common share of the Company admitted to
trading on the Euronext Paris regulated market recorded for a period of at least five consecutive trading days to a
maximum of thirty consecutive trading days among the thirty trading days preceding the setting of the subscription
price, possibly reduced by a maximum discount of 15%.
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