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Shareholders' equity

12 Months Ended

Dec. 31, 2023

Note 12. Shareholders’ equity

12.1.

Share capital

The share capital is set at €521,158.07 on December 31, 2023 divided into 52,115,807 fully authorized, subscribed and paid-up shares with a nominal value of €0.01.

Changes in share capital during the years ended December 31, 2023, 2022 and 2021 are as follows:


			Premiums
			related to	Number of
Date	Nature of the transactions	Share capital	share capital	shares	Nominal value
	Balance as of 31 December 2020	386,302	139,667,602	38,630,261	0.01
June 28, 2021	Capital increase by issuance of ordinary shares – Vesting of AGAs by Company employees (AGA 2019-1)	291	—	29,100	0.01
September 27, 2021	Capital increase by issuance of ordinary shares – (ATM)	20,833	25,556,803	2,083,334	0.01
January 10, 2021	Capital increase by issuance of ordinary shares – (ATM)	1,309	1,615,584	130,856	0.01
January 10, 2021	Transaction costs related to ATM	—	(1,768,424)	—	0.01
	Balance as of 31 December 2021	408,735	165,071,565	40,873,551	0.01
June 15, 2022	Capital increase by issue of ordinary shares – (ATM3)	12,606	9,353,504	1,260,618	0.01
June 15, 2022	Transaction costs related to ATM	—	(539,404)	—	—
	Balance as of 31 December 2022	421,341	173,885,665	42,134,169	0.01
August 30, 2023	August 2023 Share Issuance	96,186	30,491,082	9,618,638	0.01
August 30, 2023	Transaction costs related to the capital increase	—	(2,510,855)	—	—
December 8, 2023	Vesting of bonus shares	3,630	(3,630)	363,000	0.01
Balance as of December 31, 2023		521,158	201,862,263	52,115,807	0.01

During the year ended December 2023, the main impact on share capital relates to the August 2023 Share Issuance consisting of the issuance of 9,618,638 newly issued ordinary shares with a nominal value of €0.01 per share, at a subscription price of €3.18 per share and aggregate gross proceeds of €30.6 million on August 31, 2023. The transaction costs amounted to €2.5 million. Settlement of the August 2023 Share Issuance occurred on September 5, 2023. This capital increase, for an aggregate net proceeds of €28.0 million, is detailed in Note 1.2 - Significant events of 2023.

In December 2023, the bonus share award plan AGA 2022 was vested, increasing the share capital by €3,630.

During the years ended December 31, 2022 and 2021, the main impacts on the share capital related to the following events:

Capital increase of €9.4 million (gross amount) on June 15, 2022 due to the issuance of 1,260,618 new shares as part of the Company’s At-The-Market program set up on August 2, 2021.

Capital increase of €25.4 million of cash, consisting of the net proceeds of the two ATM sales on September 27, 2021 and on October 1, 2021;

Final acquisition of 29,100 AGAs 2019-1 on June 28, 2021;

For more details on the operations of the fiscal year 2022 and 2021, please refer to Note 1.3 - Significant events of 2022 and 2021.

Movements related to BSA share warrants plans and AGA bonus shares award plans are described in Note 12.3 - Share warrants plan and Note 12.4 - Bonus share award plans.

12.2.

Liquidity agreement

On January 19, 2018, the Company entered into a liquidity agreement with Kepler Cheuvreux, replacing the previous liquidity agreement with Oddo BHF. This agreement with Kepler Cheuvreux, as amended in 2019, automatically renews for 12-month periods unless terminated by either party. Under the terms of the agreement, the investment services provider (“ISP”) is authorized to buy and sell the Company’s treasury shares without interference from the Company in order to ensure the liquidity of the shares on the Euronext market.

The liquidity agreement with Kepler Cheuvreux was extended for a new period of 12 months from January 1, 2023, and has been renewed again for a new period of 12 months from January 1, 2024.

On December 31, 2023, 2022 and 2021, treasury shares acquired by the Company through its ISP, as well as the gains or losses resulting from share purchase, sale, issue and cancellation transactions during the years 2023,2022 and 2021, were accounted for as a deduction from equity. Consequently, these transactions had no impact on the Company’s results.

12.3.

Share warrants plan

Share-based payments correspond to:

BSPCE founder share warrants granted to Company employees in 2013 and 2015;

BSA share warrants granted to Company directors in 2017, with a subscription price set at €0.534;

BSA share warrants granted to Company service providers in 2018, with a subscription price set at €0.48;

BSA share warrants granted in 2019 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €0.18;

BSA share warrants granted in 2020 to David Nikodem, a member of Sapidus Consulting Group LLC, and Jérémy Goldberg, a member of PG Healthcare LLC, both service providers of Inventiva, with a subscription price set at €0.29;

BSPCE founder share warrants granted in 2021, to Frederic Cren and Pierre Broqua, Company’s Directors;

BSA share warrants granted in 2021 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €2.45;

BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €0.20 and an exercise price of €2.51; and

BSA share warrants granted in 2023 to David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of Inventiva, with a subscription price set at €0.31 and an exercise price of €3.91.

Characteristics of BSPCE share warrant plans

As of January 1, 2023, two BSPCE share warrant plans were outstanding: BSPCE 2013-1 and BSPCE 2021.

The main characteristics of BSPCE plans are described in the following table:


	BSPCE 2013-1		BSPCE 2021
Decision of issuance by the Board of Directors	12/13/2013		04/16/2021
Grant date	12/13/2013		04/16/2021
Beneficiary	3 employees		Executive Directors (Frederic Cren and Pierre Broqua)
Number of BSPCE granted	9,027		600,000
Expiration date	12/13/2023		03/31/2034
Number of shares per BSPCE	100		1
Subscription price (€)	58.50		0
Exercise price (€)	0.585		11.74
Performance condition	No		Partially⁽¹⁾
Valuation method used	Black and Scholes		Monte Carlo
Fair value at grant date (€)	19		[5.4 – 5.7] ⁽¹⁾
Expected volatility	35	%	64	%
Average life (years)	5		5
Risk-free rate	1.13	%	0.60	%
Expected dividends	—		—

(1)	The fair value at grant date is different depending on whether the BSPCEs are subject to market performance conditions.

The BSPCE 2013-1 plan expired on December 13, 2023. All the outstanding BSPCEs 2013-1 at January 1, 2023 were forfeited.

Characteristics of BSA share warrant plans

As of December 31, 2023, eight BSA share warrant plans were outstanding compared to December 31, 2022, which six BSA share warrant plans were outstanding: BSA 2017, BSA 2018, BSA 2019, BSA 2019 bis, BSA 2019 ter, BSA 2021, BSA 2023 and BSA 2023–2.

The main characteristics of BSA plans are described in the following table:


			BSA				BSA
	BSA 2017		2018-1		BSA 2019		2019 Bis		BSA 2019 ter		BSA 2021		BSA 2023	BSA 2023-2
Decision of issuance by the Board of Directors	05/29/2017		12/14/2018		06/28/2019		03/09/2020		03/09/2020		04/16/2021		05/25/2023	12/15/2023
Grant date	05/29/2017		12/14/2018		06/28/2019		03/09/2020		03/09/2020		04/16/2021		05/25/2023	12/15/2023
Beneficiary	Directors		Service providers		Service providers		Service providers		Service providers		Service providers		Service providers	Service providers
Vesting period (year)	3 tranches: 1 year, 2 years and 3 years		between 1 and 3 years		1		1		between 1 and 3 years		3		2.9 years	2.3 years
Expiration date	05/29/2027		12/14/2028		06/28/2029		03/09/2030		03/09/2030		03/31/2034		03/31/2036	03/31/2036
Number of BSA granted	195,000		126,000		10,000		10,000		36,000		50,000		10,000	20,000
Number of shares per BSA	1		1		1		1		1		1		1	1
Subscription premium price per share (€)	0.534		0.48		0.18		0.29		0.29		2.45		0.20	0.31
Exercise price per share (€)	6.675		6.067		2.20		3.68		3.68		11.74		2.51	3.91
Performance condition	No		No		No		No		No		Yes		No	No
Valuation method	Black and Scholes		Black and Scholes		Black and Scholes		Black and Scholes		Black and Scholes		Monte Carlo		Black and Scholes	Black and Scholes
Fair value per BSA at grant date (€)	2.47		1.98		0.48		0.90		0.90		[3.0 – 3.2] ⁽¹⁾		1.89	2.67
Expected volatility	40	%	40	%	40	%	40	%	40	%	64	%	65%	62%
Average life (years)	6		6		5.5		6		6		5		6.5	6.2
Risk free rate	0.22	%	0.30	%	0.33	%	0.0	%	0.0	%	0.60	%	2.96%	2.65%
Expected dividends	—		—		—		—		—		—		—	—

(1)	The fair value at grant date is different depending on whether the BSAs are subject to market performance conditions.

On May 25, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 10,000 BSAs under the new BSA 2023-1 share warrants. The BSAs under this plan have a subscription price set at €0.20 and an exercise price of €2.51.

On December 15, 2023, the Company granted David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, 20,000 BSAs under the new BSA 2023-2 share warrants. The BSAs under this plan have a subscription price set at €0.31 and an exercise price of €3.91.

Movements in BSPCE share warrants and BSA share warrants (in number of shares issuable upon exercise)


		Exercise	Outstanding				Outstanding	Number of
		price	at Jan 1,			Forfeited /	at December 31,	exercisable
Type	Grant Date	(in euros)	2023	Issued	Exercised	Lapsed	2023	shares
BSPCE - Plan 2013	12/13/2013	0.59	8,800	—	—	(8,800)	—	—
BSPCE - Plan 2021	04/16/2021	11.74	480,000	—	—	(50,000)	430,000	430,000
TOTAL BSPCE share warrants			488,800	—	—	(58,800)	430,000	430,000
BSA - Plan 2017	05/29/2017	6.67	130,000	—	—	—	130,000	130,000
BSA - Plan 2018	12/14/2018	6.07	116,000	—	—	—	116,000	116,000
BSA 2019	06/28/2019	2.20	10,000	—	—	—	10,000	10,000
BSA 2019 bis	03/09/2020	3.68	10,000	—	—	—	10,000	10,000
BSA 2019 ter	03/09/2020	3.68	36,000	—	—	—	36,000	36,000
BSA 2021	04/16/2021	11.74	16,000	—	—	(1,667)	14,333	—
BSA 2023	05/25/2023	2.51	—	10,000	—	—	10,000	—
BSA 2023 - 2	12/15/2023	3.91	—	20,000	—	—	20,000	—
TOTAL BSA share warrants			318,000	30,000	—	(1,667)	346,333	302,000
Total share warrants			806,800	30,000	—	(60,467)	776,333	732,000

Over the year ended December 31, 2023, 20,000 BSPCEs 2021 and 1,667 BSAs 2021 were forfeited following the (partial) non-achievement of a non-market condition, 30,000 BSPCEs 2021 were forfeited following the (partial) non-achievement of a market condition and 8,800 BSPCEs 2013 following the expiration of the plan.

On December 31, 2023, a total of 430,000 BSPCEs (or 430,000 shares) and 346,333 BSAs were outstanding, corresponding to a total of 776,333 shares, the maximum number of shares to be issued when all related conditions are met.

Share based payment expense totalized €827 thousand for the year ended December 31, 2023 (compared to €765 thousand for the year ended December 31, 2022 and €859 thousand for the year ended December 31, 2021) and were recognized in personnel costs (see Note 20.1 - Personnel costs and headcount).


		Exercise	Outstanding				Outstanding	Number of
		price	at January 1,				at December 31,	shares
Type	Grant date	(in euros)	2022	Issued	Exercised	Forfeited	2022	exercisable
BSPCE — 2013 plan	Dec. 13, 2013	0.59	8,800	—	—	—	8,800	8,800
BSPCE Plan 2021	April 16, 2021	11.74	600,000	—	—	(120,000)	480,000	—
Total BSPCE			608,800	—	—	(120,000)	488,800	8,800
BSA — 2017 plan	May 29, 2017	6.67	130,000	—	—	—	130,000	130,000
BSA — 2018 plan	Dec. 14, 2018	6.07	116,000	—	—	—	116,000	116,000
BSA — 2019 plan	June 28, 2019	2.20	10,000	—	—	—	10,000	10,000
BSA 2019 Bis	March 9, 2020	3.68	10,000	—	—	—	10,000	10,000
BSA 2019 Ter	March 9, 2020	3.68	36,000	—	—	—	36,000	24,000
BSA - Plan 2021-1	April 16, 2021	11.74	20,000	—	—	(4,000)	16,000	—
Total BSA			322,000	—	—	(4,000)	318,000	290,000
Total			930,800	—	—	(124,000)	806,800	298,800

The change in BSPCE and BSA share warrants over 2022 can be broken down as follows:

●

Cancellation of 120,000 BSPCE following the recruitments conditions that haven’t been reached; and

●

Cancellation of 4,000 BSA following an employee departure.

On December 31, 2022, a total of 480,088 BSPCEs (or 488,800 shares) and 318,000 BSAs were outstanding, which corresponds to a total of 806,800 shares, the maximum number of shares to be issued when all related conditions are met.


		Exercise	Outstanding				Outstanding	Number of
		price	at January 1,				at December 31,	shares
Type	Grant date	(in euros)	2021	Issued	Exercised	Forfeited	2021	exercisable
BSPCE — 2013 plan	Dec. 13, 2013	0.59	8,800	—	—	—	8,800	8,800
BSPCE Plan 2021	April 16, 2021	11.74	—	600,000	—	—	600,000	—
Total BSPCE			8,800	600,000	—	—	608,800	8,800
BSA — 2017 plan	May 29, 2017	6.67	130,000	—	—	—	130,000	130,000
BSA — 2018 plan	Dec. 14, 2018	6.07	116,000	—	—	—	116,000	116,000
BSA — 2019 plan	June 28, 2019	2.20	10,000	—	—	—	10,000	10,000
BSA 2019 Bis	March 9, 2020	3.68	10,000	—	—	—	10,000	10,000
BSA 2019 Ter	March 9, 2020	3.68	36,000	—	—	—	36,000	12,000
BSA - Plan 2021-1	April 16, 2021	11.74	—	50,000	—	(30,000)	20,000	—
Total BSA			302,000	50,000	—	(30,000)	322,000	278,000
Total			310,800	650,000	—	(30,000)	930,800	286,800

The change in BSPCE and BSA share warrants over 2021 can be broken down as follows:

●

the issuance of 50,000 new 2021-1 Bis BSAs allocated to ISLS Consulting and David Nikodem, a member of Sapidus Consulting Group LLC, a service provider of the Company, of which 30,000 BSA 2021-1 allocated to ISLS Consulting had been cancelled due to the non-payment of warrants; and

●

the issuance of 600,000 new 2021 BSPCE allocated to the Company’s directors, Frederic Cren and Pierre Broqua.

At December 31, 2021, a total of 600,088 BSPCEs (or 608,800 shares) and 322,000 BSAs were outstanding, which corresponds to a total of 930,800 shares, the maximum number of shares to be issued when all related conditions are met.

12.4.

Bonus share award plans

As of December 31, 2023, five bonus share award plans were outstanding: AGA 2021-1, AGA 2021-bis, AGA 2022, AGA 2023, and AGA 2023-2.

The Board of Directors decided on May 25, 2023 to grant 300,000 bonus shares awards to Pierre Broqua, as Deputy Chief Executive Officer and director of the Company, under the new AGA 2023-1 plan.

The Board of Directors decided on December 15, 2023 to grant 760,000 bonus shares awards to employees under the new AGA 2023-2 plan.

The main characteristics are described in the table below:



	AGA 2021		AGA 2021-bis		AGA 2022	AGA 2023	AGA 2023-2
Decision of issuance by the Board of Directors	04/16/2021		12/08/2021		12/08/2022	05/25/2023	12/15/2023
Grant date	04/16/2021		12/08/2021		12/08/2022	05/25/2023	12/15/2023
Beneficiary	Employees		Employees		Employees	Executive Director (Pierre Broqua)	Employees
Vesting period (year)	3		3		1	4	1
Holding period (year)	—		—		1	4	1
Service condition	Yes		Yes		Yes	Yes	Yes
Performance condition	Partially ⁽¹⁾		Partially ⁽¹⁾		No	No	No
Number of AGA granted	466,000		123,000		373,000	300,000	760,000
Number of shares per AGA	1		1		1	1	1
Valuation method used	Dual ⁽¹⁾		Dual ⁽¹⁾		Dual⁽¹⁾	Dual⁽¹⁾	Dual⁽¹⁾
Fair value per AGA at grant date	[9.8 – 11.3] ⁽¹⁾		[11.4 – 12.2] ⁽¹⁾		4.18	2.60	3.9
Expected volatility	64	%	64	%	N/A	N/A	N/A
Average life (years)	3		2.3		N/A	N/A	N/A
Risk-free rate	0.60	%	0.60	%	N/A	N/A	N/A
Expected dividends	—		—		–	–	–
Stock price reference	N/A		N/A		N/A	N/A	N/A
Non-transferable discount	N/A		N/A		N/A	N/A	N/A

(1)

AGA 2021-1 and AGA 2021-bis plans are partially composed of AGAs subject to a market performance condition. AGAs 2022, AGAs 2023-1 and AGAs 2023-2 are not subject to a market performance condition. Accordingly, AGAs not subject to performance conditions are valued on the basis of the share price less future dividends, discounted at the risk-free rate. AGAs subject to performance conditions are valued using the same method, adjusted by a discount applied to reflect the performance condition. This discount is determined using the “Monte Carlo” analysis. The fair value at the grant date is different depending on whether the AGAs are subject to market performance conditions.

Movements in AGA bonus shares (in number of shares issuable upon exercise)


		Stock price	Outstanding				Outstanding
		at grant date	at Jan 1,			Forfeited /	at December 31,
Type	Grant Date	(in euros)	2023	Granted	Vested	Lapsed	2023
AGA - Plan 2021 - 1	04/16/2021	11.30	340,800	—	—	(43,201)	297,599
AGA - Plan 2021 - bis	12/08/2021	12.20	76,800	—	—	(11,585)	65,215
AGA 2022	12/08/2022	4.18	373,000	—	(363,000)	(10,000)	—
AGA 2023-1	05/25/2023	2.60	—	300,000	—	—	300,000
AGA 2023-2	12/15/2023	3.90	—	760,000	—	(12,000)	748,000
TOTAL free shares			790,600	1,060,000	(363,000)	(76,786)	1,410,814

During 2023, the change in AGA bonus shares over the period can be broken down as follows:

-New bonus share award plan AGA 2023-1 granted 300,000 shares;

-New bonus share award plan AGA 2023-2 granted 760,000 shares;

The decrease in AGA bonus shares over 2023 is due to:

13,719 AGA 2021-1 and 3,035 AGA 2021-bis plans which were forfeited following the (partial) non-achievement of a non-market condition;

20,550 AGA 2021-1 and 4,550 AGA 2021-bis which were forfeited following the (partial) non-achievement of a market condition;

Cancellation of 8,932 AGA 2021-1, 4,000 AGA 2021-bis, 10,000 AGA 2022 and 12,000 AGA 2023-2 following an employee departure; and

The definitive vesting of 363,000 AGA 2022.

At December 31, 2023,a total of 1,410,814 AGA bonus shares were outstanding.

Share-based compensation expense with respect to bonus shares award plans totaled €3,020 thousand for the year ended December 31, 2023, compared to€1,452 thousand for the year ended December 31, 2022 and €1,231 thousand for the year ended December 31, 2021. They are recognized in personnel costs (see Note 20.1 - Personnel costs and headcount).


		Stock price					Outstanding
		at grant	Outstanding				at
		date	at January			Forfeited/	December 31,
Type	Grant date	(in euros)	1 , 2022	Issued	Vested	Lapsed	2022
AGA —2021‑1 plan	04/16/21	11.30	448,000	—	—	(107,200)	340,800
AGA —2021‑bis plan	12/08/21	12.20	123,000	—	—	(46,200)	76,800
AGA —2022 plan	12/08/22	4.18	—	373,000	—	—	373,000
Total AGA			571,000	373,000	—	(153,400)	790,600

During 2022, the change in AGA bonus shares over the period can be broken down as follows:

-New bonus share award plan AGA 2022 granted 373,000 shares;

The cancellation of 107,200 shares of AGA 2021-1 plan that have forfeited following the departure of employees (22,000 shares) and the recruitments conditions that haven’t been reached (85,200 shares). The accounting impacts of not meeting these conditions are described in Note 20.1 – Personnel costs and headcount; and

The cancellation of 46,200 shares of AGA 2021-bis plan that have forfeited following the departure of employees (27,000 shares) and the recruitments conditions that have not been reached (19,200 shares).

At December 31, 2022, 790,600 AGAs were outstanding.

Share based payments expense totaled €1,452 thousand for the year ended December 31, 2022 (compared to €1,231 thousand for the year ended December 31, 2021 and €920 thousand for the year ended December 31, 2020) and were recognized in personnel costs (see Note 20.1 – Personnel costs and headcount).

Stock price

Outstanding

at grant

Outstanding

date

at January 1,

Forfeited /

December 31,

Type

Grant date

(in euros)

2021

Issued

Vested

Lapsed

2021

AGA — 2019-1 plan

08/28/19

2.00

29,100

—

(29,100)

—

AGA — 2021-1 plan

04/16/21

11.30

—

466,000

—

(18,000)

448,000

AGA —2021-bis plan

12/08/21

12.20

—

123,000

—

123,000

Total AGA

29,100

589,000

(29,100)

(18,000)

571,000

During 2021, the change in AGA bonus shares over the period can be broken down as follows:

●

The allocation of two new plans AGA 2021-1 and AGA 2021-bis to employees of the Company for a total of 589,000 potential new shares;

●

The definitive vesting of 29,100 AGA 2019-1. As a result, 29,100 new shares were issued; and

●

The cancellation of a total of 18,000 AGA 2021-1 that have forfeited following the departure of employees.

At December 31, 2021, 571,000 AGAs were outstanding

The 2021-1 and 2021-bis AGAs are exercisable with a condition of presence, combined for half of them with certain performance conditions, at the end of a vesting period expiring on the date of the Board of Directors’ meeting planned to approve the Company’s financial statements for the year ending December 31, 2023 and will be exercisable no later than March 31, 2034.

12.5.Performance units plans

The Board of Directors decided on 25 May 2023 to grant 300,000 performance units (“PAGUP 2023”) to Frederic Cren, Chief Executive Officer and chairman of the Board of Directors of the Company. The PAGUP is contingently cash settled. The most probable settlement is equity settled. Following the amendment to Article L. 225-197-1 II of the French Commercial Code, Frédéric Cren became eligible for AGAs instead of performance units. At the Board of Directors' meeting of March 25, 2024, it was decided to grant him 300,000 performance shares (AGA 2023-1) in place of his 300,000 performance units (PAGUP 2023).

Reference

Outstanding

Number of

price

at Jan 1,

Forfeited /

at December 31,

exercisable

Type

Grant Date

(in euros)

2023

Issued

Exercised

Lapsed

2023

shares

PAGUP 2023

05/25/2023

2.60

—

300,000

—

300,000

—

TOTAL PAGUP

—

300,000

—

300,000

—

The main characteristics of the PAGUP 2023 are:

●

Decision of issuance by the Board of Directors and grant date: May 25, 2023

●

Beneficiary: Frederic Cren, as Chief Executive Officer, chairman of the Board of Directors of the Company and co-founder.

●

Vesting and holding period (year): 4

●

Service condition: Yes

●

Market Performance condition: No

●

Number of performance unit granted: 300,000

●

Number of shares per performance unit: 1

●

Valuation method used: PAGUPs 2023 are valued on the basis of the share price less future dividends, discounted at the risk-free rate.

●

Fair value per PAGUP 2023 at grant date: €2.60

The purpose of this plan is to provide Frédéric Cren, Chief Executive Officer and chairman of the Board of Directors of the Company, with a long-term incentive scheme under economically comparable conditions to those granted to Pierre Broqua, Deputy Chief Executive Officer and director of the Company, under the AGA 2023-1 plan. As of May 25, 2023, Frédéric Cren is not eligible for a free allotment of Company shares under Article L. 225-197-1 II of the French Commercial Code, as he holds more than 10% of the Company's share capital. However, if during the one-year period starting May 25, 2023, Frédéric Cren were to become eligible for a free allotment of shares on this basis, the Board of Directors undertakes to allot to the beneficiary, in substitution for the performance units, an equivalent number of bonus shares. The bonus shares that will replace the performance units will be governed by AGA Regulation 2023-1. Following the amendment to Article L. 225-197 II of the French Commercial Code, Frédéric Cren became eligible for AGAs, as only shares held directly by an employee or corporate officer for less than seven years are now included in the 10% threshold.

Share - based compensation expense with respect to PAGUP totaled €122 thousand for December 31, 2023. They are recognized in personnel costs (see Note 20.1 - Personnel costs and headcount).