Eiffage S A : Combined General Meeting (Ordinary and Extraordinary) of 24 April 2024 Draft agenda

Eiffage

Public limited company with share capital of €392,000,000

Registered office: 3/7 place de l'Europe - 78140 Vélizy-

Villacoublay - France

Versailles Trade and Companies Register no. 709 802 094

Versailles

Combined General Meeting (Ordinary and Extraordinary)

of 24 April 2024

Draft agenda

Ordinary resolutions:

1. Approval of the annual financial statements for the financial year ended 31 December 2023,
2. Approval of the consolidated financial statements for the financial year ended 31 December 2023,
3. Appropriation of the profit for the financial year and declaration of a dividend,
4. Special report of the statutory auditors on regulated agreements - Noting the absence of a new agreement,
5. Appointment of KPMG Audit IS, as statutory auditor, in charge of certifying sustainability information,
6. Appointment of Mazars, as statutory auditor, in charge of certifying sustainability information,
7. Appointment of Ms Méka Brunel as director,
8. Approval of the compensation policy relating to members of the Board of Directors,
9. Approval of the compensation policy relating to the Chairman and Chief Executive Officer,
10. Approval of the information referred to in paragraph I of Article L. 22-10-9 of the French Commercial Code,
11. Approval of the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during the past financial year or awarded for the same financial year to Mr Benoît de Ruffray, Chairman and Chief Executive Officer, pursuant to the remuneration policy approved by the Eiffage General Meeting of 19 April 2023,
12. Authorisation to the Board of Directors to allow the company to buy back its own shares under the provisions of Article L. 22-10-62 of the French Commercial Code, length of the authorisation, purposes, procedures, cap, suspension during the period of a public offer,

Extraordinary resolutions:

1. Authorisation to the Board of Directors to cancel treasury shares held by the company bought back under the provisions of Article L. 22-10-62 of the French Commercial Code, length of the authorisation, cap, suspension during the period a public offer,
2. Delegation of authority to the Board of Directors to increase the Company's capital through the incorporation of reserves, profits and/or premiums, length of the delegation of authority, maximum nominal amount of the capital increase, outcome of fractional shares, suspension during the period of a public offer,
3. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities while maintaining preferential subscription rights, length of the delegation of authority, maximum nominal amount of the capital increase, right to offer unsubscribed securities to the public, suspension during

1

the period of a public offer,

1. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities, and cancelling preferential subscription rights via a public offer (excluding the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code), and/or in consideration for securities within the framework of a public exchange offer, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, ability to limit the amount of subscriptions or distribute unsubscribed securities, suspension during a period of a public offer,
2. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities, and cancelling preferential subscription rights via a public offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, ability to limit the amount of subscriptions or distribute unsubscribed securities, suspension during a period of a public offer,
3. Authorisation to increase the amount of shares issued, suspension during the period of a public offer,
4. Delegation to be given to the Board of Directors to increase the capital by issuing ordinary shares and/or marketable securities conferring immediate and/or future access to the Company's equity, up to a limit of 10% of the capital in order to pay for contributions in kind of equity securities of the Company or securities conferring access to the Company's equity, length of the delegation of authority, suspension during a period of a public offer,
5. Overall cap of the delegations of authority provided for in the 16th, 17th and 19th resolutions of this general meeting,
6. Delegation of authority to the Board of Directors to increase the capital by issuing ordinary shares and/or marketable securities conferring immediate and/or future access to the Company's equity and cancelling preferential subscription rights for the benefit of members of a company savings plan pursuant to Articles L. 3332-18 et seq. of the French Labour Code, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, possibility of awarding bonus shares pursuant to Article L. 3332-21 of the French Labour Code,
7. Authorisation to the Board of Directors to award existing shares as bonus shares to employees and/or certain corporate officers of the Company or related companies or economic interest groups, length of the authorisation, cap, length of the vesting period particularly in the event of disability.

Ordinary resolution:

23. Powers to carry out legal formalities.

2

Draft resolutions

Ordinary resolution:

First resolution - Approval of the annual financial statements for the financial year ended 31 December 2023

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the financial year ended 31 December 2023, approve, as presented, the annual financial statements closed at that date, which show a profit of € 726 millions.

Second resolution - Approval of the consolidated financial statements for the financial year ended 31 December 2023

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the consolidated financial statements as at 31 December 2023, approve those financial statements as presented, which show a profit (Group share) of € 1,013 millions.

Third resolution - Appropriation of the profit for the financial year and setting of a dividend

Pursuant to the proposal of the Board of Directors, the shareholders of the general meeting resolve to appropriate the profit for the financial year ended 31 December 2023 as follows:

The shareholders at the general meeting note that the gross dividend per share is set at 4.10 euros.

If it is paid to individuals resident for tax purposes in France, the dividend will be subject to a single flat- rate withholding tax on the gross dividend at the rate of 12.8% (Article 200 A of the French General Tax Code (Code général des impôts)) or, at the taxpayer's express, irrevocable and global election, to income tax at the progressive rate after a 40% allowance (Article 200 A, 13, and 158 of the French General Tax Code). The dividend will also be subject to social security contributions at the rate of 17.2%.

The ex-coupon date will be 20 May 2024.

Dividends will be paid on 22 May 2024.

In the event the number of shares with dividend rights differs from the 98,000,000 shares composing the share capital at 28 February 2024, the total amount of the dividend will be adjusted accordingly and the amount appropriated to retained earnings will be determined on the basis of dividends actually paid.

In accordance with the provisions of Article 243 bis of the French General Tax Code, he general meeting acknowledges that it was reminded that the following distributions of dividends and income were made for the last three financial years:

3

• Excluding adjustments in the event of a change in the number of shares with dividend rights compared to the number of shares composing the share capital at 28 February 2024

Fourth resolution - Special report of the statutory auditors on regulated agreements - Noting the absence of a new agreement

The shareholders at the general meeting, having reviewed the Statutory Auditors' special report mentioning the absence of a new regulated agreement under Article L. 225-38 of the French Commercial Code, acknowledge it unconditionally.

Fifth resolution - Appointment of KPMG Audit IS, as auditor in charge of certifying sustainability information

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, on a proposal from the Board of Directors and in accordance with Article L.232-6-3 of the French Commercial Code, resolves to appoint KPMG Audit IS as the statutory auditor responsible for the certification of consolidated sustainability information, for one financial year, i.e. for the remainder of the term of office of the statutory auditor, i.e. until the close of the General Meeting called to approve the financial statements for the year ending 31 December 2024.

It is specified that KPMG Audit IS will be represented by a natural person who meets the conditions required to carry out the task of certifying sustainability information in accordance with the conditions set out in Article L.821-26 of the French Commercial Code.

Sixth resolution - Appointment of Mazars as auditor in charge of certifying sustainability information

The General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, on a proposal from the Board of Directors and in accordance with Article L.232-6-3 of the French Commercial Code, resolves to appoint Mazars as the statutory auditor responsible for the certification of consolidated sustainability information, for one financial year, i.e. for the remainder of the term of office of the statutory auditor, i.e. until the close of the General Meeting called to approve the financial statements for the year ending 31 December 2024.

It is specified that Mazars will be represented by a natural person who meets the conditions required to carry out the task of certifying sustainability information in accordance with the conditions set out in Article L.821-26 of the French Commercial Code.

4

Seventh resolution - Appointment of Mrs Méka Brunel as director

The shareholders at the general meeting resolve to appoint Mrs Méka Brunel, in addition to the members currently in office, as director, for a period of four years, expiring at the end of the general meeting to be held in 2028 to approve the financial statements of the previous financial year.

Eighth resolution - Approval of the compensation policy for members of the Board of Directors

The shareholders at the general meeting, voting pursuant to Article L. 22-10-8 of the French Commercial Code, approve the compensation policy for members of the Board of Directors presented in the report on corporate governance included in the 2023 universal registration document.

Ninth resolution - Approval of the compensation policy for the Chairman and Chief Executive Officer

The shareholders at the general meeting, voting pursuant to Article L. 22-10-8 of the French Commercial Code, approve the compensation policy for the Chairman and Chief Executive Officer presented in the report on corporate governance included in the 2023 universal registration document.

Tenth resolution - Approval of the information referred to in paragraph I of Article L. 22-10-9 of the Commercial Code

The shareholders at the general meeting, voting pursuant to Article L. 22-10-34 I of the French Commercial Code, approve the information referred to in I of Article L. 22-10-9 of the French Commercial Code mentioned in the corporate governance report included in the 2023 universal registration document.

Eleventh resolution - Approval of the fixed, variable and exceptional components of the total compensation and benefits of any kind paid during the past financial year or awarded for the same financial year to Mr Benoît de Ruffray, Chairman and Chief Executive Officer, pursuant to the compensation policy approved by the shareholders at the Eiffage general meeting of 19 April 2023

The shareholders at the general meeting, voting pursuant to Article L. 22-10-34 II of the French Commercial Code, approve the fixed, variable and exceptional elements making up the total compensation and benefits of any kind paid during the past financial year or awarded for the same financial year to Benoît de Ruffray, Chairman and Chief Executive Officer, under the compensation policy approved by the shareholders at the Eiffage general meeting of 19 April 2023, as described in the corporate governance report included in the 2023 universal registration document.

Twelfth resolution - Authorisation to the Board of Directors to allow the company buy back its own shares pursuant to Article L. 22-10-62 of the French Commercial Code

The shareholders at the general meeting, having reviewed the report of the Board of Directors, authorise the Board of Directors, for a period of eighteen months, pursuant to Articles L. 22-10-62 et seq and L. 225-210 et seq. of the French Commercial Code, to purchase, on one or more occasions and at times that it deems appropriate, the Company's shares limited to 10% of the shares composing the Company's share capital on the date of this general meeting, adjusted where necessary to reflect any capital increase or capital reduction that may take place during the term of the programme.

This authorisation terminates the authorisation granted to the Board of Directors by the shareholders at the general meeting held on19 April 2023 in its eleventh ordinary resolution.

Acquisitions may be carried out with a view to:

• stimulating the secondary market or promoting the liquidity of Eiffage's share through an investment services provider acting under the terms of a liquidity agreement that complies with the practices accepted by the regulations, it being specified that in this context, the number of shares taken into

5

account in calculating the aforementioned limit corresponds to the number of shares purchased, less the number of shares resold,

• retaining the shares purchased and subsequently delivering them in exchange for or as payment in connection with any merger, demerger, contribution or external growth transaction,
• covering commitments under stock option plans and/or bonus share plans (or similar plans) for the benefit of employees and/or corporate officers of the Group, including economic interest groups and affiliated companies, as well as any share allotments under a company or group savings plan (or similar plan), in respect of profit-sharing and/or any other forms of allotment of shares to employees and/or corporate officers of the Group, including economic interest groups and affiliated companies,
• covering commitments in respect of marketable securities conferring a right to be allotted shares in the Company under prevailing regulations,
• cancelling any shares acquired, in accordance with the authorisation granted or to be granted by the shareholders at the extraordinary general meeting.

These share purchases may be made by any means, including block purchases, and at such times as the Board of Directors may determine.

The Board may not, however, make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting.

The Company reserves the right to use options or derivatives in accordance with applicable regulations.

The maximum purchase price is set at €175 per share. In the event of a capital transaction, in particular a stock split or reverse stock split or the allotment of bonus shares to shareholders, the aforementioned amount will be adjusted in the same proportions (multiplier equal to the ratio between the number of shares composing the share capital before the transaction and the number of shares after the transaction).

The maximum amount of the transaction is set at €1,715,000,000.

The shareholders at the general meeting grant all powers to the Board of Directors to carry out these transactions, to determine the terms and conditions thereof, to enter into all agreements and to carry out all formalities.

6

Extraordinary resolutions:

Thirteenth resolution - Authorisation to the Board of Directors to cancel treasury shares held by the company bought back under the provisions of Article L. 22-10-62 of the French Commercial Code

The shareholders at the general meeting, pursuant to Article L. 22-10-62 of the French Commercial Code, having read the Board of Directors' report and the Statutory Auditors' report:

1. Authorise the Board of Directors, to cancel, as and when it alone sees fit, on one or more occasions, within the limit of 10% of the share capital determined on the date of cancellation and after deducting any shares cancelled during the previous 24 months, any shares that the Company holds or may hold, in particular as a result of redemptions made under Article L. 22-10-62 of the French Commercial Code, and to reduce the share capital accordingly, in accordance with the applicable legal and regulatory provisions,
2. Set the validity period of this authorisation at 26 months beginning on the date of this meeting.
3. Resolve that the Board may not, make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting,
4. Grant full authority to the Board of Directors, with the right to sub-delegate such authority, to carry out the operations necessary to complete such cancellations and the corresponding reductions in the share capital, to consequently amend the Company's articles of association and to complete all required formalities.

Fourteenth resolution - Delegation of authority to the Board of Directors to increase the share capital by capitalising reserves, profits and/or premiums

The shareholders at the general meeting, voting under the quorum and majority conditions required for Ordinary General Meetings, having read the Board of Directors' report, and pursuant to the provisions of Articles L. 225-129-2, L. 225-130 and L. 22-10-50 of the French Commercial Code:

1. Delegate to the Board of Directors its authority to decide to increase the share capital, on one or more occasions, at the times and in accordance with the terms and conditions it determines, by incorporation into the capital of reserves, profits, premiums or other sums eligible for capitalisation, by issuing and allocating bonus shares or by increasing the nominal value of existing ordinary shares, or by combining these two terms and conditions.
2. Resolve that, in the event of the Board of Directors uses this delegation of authority, in accordance with the provisions of Articles L. 225-130 and L. 22-10-50 of the French Commercial Code, on a capital increase in the form of the allotment of bonus shares, any rights entitling their holders to fractional shares may not be traded or transferred, and the corresponding shares will be sold. Any proceeds from such sale will be allocated to the holders of the rights within the time period provided for by the regulations.
3. Set the validity period of this delegation of authority at 26 months beginning on the date of this meeting.
4. Resolve that the amount of the capital increase pursuant to this resolution shall not exceed the nominal amount of €80,000,000 (representing 20.4% of the share capital as at 28 February 2024), not taking into account the nominal amount of the capital increase required to protect, in accordance with the law and any contractual provisions providing for other protection procedures, the rights of holders of rights or marketable securities conferring access to the Company's equity.

This cap is separate from all the other caps contained in other resolutions voted on at this meeting.

1. Grant the Board of Directors all powers, with the right to sub-delegate to its Chairman and Chief Executive Officer, to implement this resolution and, in general, to take all measures and carry out all formalities required to successfully complete each capital increase, record the completion thereof and amend the articles of association accordingly.
2. Resolve that the Board of Directors may not make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting.

7

1. Acknowledge that this delegation of authority cancels the unused part of any previous delegation of authority with the same purpose from the date hereof.

Fifteenth resolution - Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities, while maintaining preferential subscription rights

The shareholders at the general meeting, having read the Board of Directors' report and the Statutory Auditors' special report, and pursuant to the provisions of the French Commercial Code and, in particular, Articles L. 225-129-2, L. 228-92 and L. 225-132 et seq:

1. Delegate to the Board of Directors, with the option to sub-delegate under the conditions provided for by law, their authority to approve and carry out, on one or more occasions, in the proportions and at the times that it deems appropriate, both in France and abroad, in euros, in a foreign currency or in units of account set by reference to multiple currencies, the issue maintaining shareholders' preferential subscription rights, of ordinary shares and/or marketable securities conferring access to the Company's equity and/or debt securities that may be subscribed for either in cash or by offsetting the subscription price against liquid and payable debts.
2. Resolve that:

• The nominal amount of capital increases that may be carried out immediately and/or in the future pursuant to this delegation of authority may not exceed €156,800,000 (representing 40% of the share capital as at 28 February 2024) or its equivalent value in the event that such securities are issued in other currencies or units of account, plus the nominal amount of any capital increase required to protect, in accordance with the applicable law and regulations and any specific contractual provisions providing for other protection procedures, the rights of holders of rights or marketable securities conferring access to the Company's equity. This cap is separate from all the other caps contained in other resolutions voted on at this meeting;
• The total maximum nominal amount of debt securities that may be issued pursuant to this delegation of authority may not exceed €2 billion or its equivalent value in the event that such securities are issued in other currencies or units of account. This cap is separate from all the other caps contained in other resolutions voted on at this meeting.

1. Resolve that shareholders may exercise, on the conditions provided for by law, their automatic preferential subscription right. The Board of Directors shall also be entitled to grant shareholders the right to subscribe for additional marketable securities above the amount to which they are automatically entitled, in proportion to the subscription rights they hold and, in any event, capped at the amount they request.
   If subscriptions under automatic rights and any subscriptions for additional marketable securities do not fully absorb the issue of shares or marketable securities as defined above, the Board may use, in the order that it deems appropriate, any of the options below:
2. • limit the issue to the amount of subscriptions, within the limits provided for by the regulations,
   • freely distribute some or all of the unsubscribed securities,
   • offer some or all of the unsubscribed securities to the public,
3. Resolve that in the event of the issue of warrants over the Company's shares within the cap referred to in paragraph 2 above, such warrants may be issued either for cash under the conditions provided for above, or for no consideration to the holders of existing shares;
4. Acknowledge and resolve, as necessary, that this delegation of authority automatically requires shareholders to waive their preferential subscription rights to the shares to which these marketable securities entitle their holders in favour of the holders of the marketable securities conferring access to the Company's equity;
5. Resolve that the amount payable, or accruing to the Company for each of the shares issued under this delegation of authority shall be at least equal to the nominal value of the shares;
6. Resolve that the Board of Directors shall have all powers, with the right to sub-delegate under the conditions set by law, to implement this delegation of authority, in particular to determine the dates

8

and terms of the issues as well as the form and characteristics of the marketable securities to be created, to set the prices and conditions of the issues, to set the amounts to be issued, to set the dividend entitlement date (which may be retroactive) of the securities to be issued, to determine the method of paying up the shares or other marketable securities issued and the conditions on which such marketable securities shall entitle their holders to shares in the Company and to provide for any conditions applicable to their buyback on the stock exchange and their possible cancellation, to suspend the exercise of the share allotment rights attached to the marketable securities to be issued, and to set the terms on which the rights of holders of marketable securities conferring access to the share capital will be protected, in accordance with the law, regulations and any contractual obligations.

The Board of Directors, which shall have the right to sub-delegate its powers in the manner permitted by law, may also make any deductions from the issue premium(s) including deductions for costs, duties and fees incurred in connection with the issue(s) and generally take all necessary measures and enter into all agreements to ensure the successful completion of the proposed issues, record the capital increase(s) resulting from any issue carried out pursuant to this delegation of authority and amend the articles of association accordingly.

In the event that debt securities are issued, the Board of Directors shall have full authority to decide whether or not such securities are to be subordinated and to set their interest rate, their term, their redemption price, their repayment terms and the conditions on which such securities will entitle their holders to shares in the Company.

1. Resolve that the Board of Directors may not make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting.
2. Resolve that this delegation of authority cancels any previous delegation of authority of the same nature to the extent of the unused amounts.

The delegation of authority thus granted to the Board of Directors is valid for a period of 26 months beginning on the date of this meeting.

Sixteenth resolution - Delegation of authority to to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities, and cancelling preferential subscription rights via a public offer (excluding the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code) and/or as consideration for securities in a public exchange offer

The shareholders at the general meeting, having read the Board of Directors' report and the Statutory Auditors' special report, and pursuant to the provisions of the French Commercial Code and in particular Articles L. 225-129-2, L. 225-136, L. 22-10-51, L. 22-10-52, L. 22-10-54 and L. 228-92:

1. Delegate to the Board of Directors their authority with the right to sub-delegate under the conditions provided for by law, to issue, on one or more occasions, in the proportions and at the times it deems fit, on the French and/or international market, by means of a public offer excluding the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code, in euros, in foreign currencies or in any other units of account set by reference to multiple currencies:
2. • ordinary shares,
   • and/or marketable securities conferring access to the Company's equity and/or to debt securities.

Such securities may be issued by way of remuneration for securities contributed to the Company as part of a public exchange offer of securities that meets the conditions set out in Article L. 22-10-54 of the French Commercial Code.

1. Set the validity period of this delegation of authority at 26 months beginning on the date of this meeting.
2. The nominal amount of the capital increases that may be carried out immediately and/or in the future under this delegation of authority may not exceed €39,200,000 (representing 10% of the share capital as at 28 February 2024), plus the nominal amount of any capital increase required to protect, in accordance with the law and, where applicable, the contractual provisions providing for other

9

protection procedures, the rights of the holders of rights or marketable securities conferring access to the Company's equity.

This amount is deducted from the total maximum nominal amount of the ordinary shares that may be issued, set in the 20th resolution.

The total maximum nominal amount of debt securities that may be issued under this delegation of authority may not exceed €2 billion or its equivalent value in the event that such securities are issued in other currencies or units of account.

This amount is deducted from the total nominal cap for debt securities provided for in the 20th resolution.

1. Resolve to cancel the shareholders' preferential subscription right to ordinary shares and marketable securities conferring access to the Company's equity and/or to debt securities that are the subject of this resolution, while nevertheless granting the Board of Directors the option of granting shareholders a priority right, in accordance with the law.
2. Resolve that the amount payable, or accruing to the Company for each of the ordinary shares issued under this delegation of authority, after taking into account, in the event that stand-alone share warrants are issued, the issue price of those warrants, shall be at least equal to the weighted average of the prices of the last three trading sessions on the Euronext Paris regulated market preceding the launch of the offer, after correcting this amount, if necessary, to account for the difference in the vesting date, possibly less a maximum discount of 5%.
3. Resolve, in the event that securities are issued as remuneration for securities tendered to a public exchange offer, that the Board of Directors shall be authorised, on the conditions set out in Article
4. 1. 22-10-54of the French Commercial Code and within the limits set out above, to draw up the list of securities contributed to the exchange, set their issuance conditions, the exchange ratio and the amount of any balancing cash payment to be made, and determine the terms of issuance.
5. Resolve that if the subscriptions do not fully absorb the issue referred to in 1/ the Board of Directors may choose from the following options:
6. • limit the amount of the issue to the amount of subscriptions, subject to any limits provided for by the regulations,
   • freely distribute some or all of the unsubscribed securities.
7. Resolve that the Board of Directors shall have, within the limits set out above, the necessary powers, in particular to set the terms and conditions of the issue(s), record the completion of any resulting capital increases, make the corresponding amendments to the articles of association, deduct, at its sole initiative, the costs of the capital increases from the amount of the premiums relating thereto and deduct from that amount the sums required to increase the legal reserve to one-tenth of the new share capital after each increase and, more generally, do whatever is necessary in this regard.

In the event that debt securities are issued, the Board of Directors shall have full authority to decide whether or not such securities are to be subordinated and to set their interest rate, their term, their redemption price, their repayment terms and the conditions on which such securities will entitle their holders to shares in the Company.

1. Resolve that the Board of Directors may not make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting.
2. Acknowledge that this delegation of authority cancels the unused part of any previous delegation of authority with the same purpose from the date hereof.

10