Amundi : Notice of meeting

2023 ORDINARY AND EXTRAORDINARY GENERAL MEETING

Notice of meeting

FRIDAY 12 MAY 2023 AT 10 AM

91-93 BOULEVARD PASTEUR

75 015 PARIS

Table of Contents

Message from the Chair of the Board	3
Overview of the Company's situation in 2022	4
Presentation of the Board of Directors	11
Presentation of the Board Members whose ratification and reappointement are submitted to the
General Shareholders' Meeting	14
Compensations	21
Amundi Say-on-Climate status at end 2022	28
Agenda of the Ordinary and Extraordinary General Meeting of shareholders of May 12, 2023
	31
Overview of draft resolutions	32
Summary table of authorisations relating to share capital	62
Formalities to be completed before attending the General Meeting of Shareholders	63
How to fill in your voting form ?	68
Document and information request form	69
Insert from: "8-EN expose ET reso (CGSH cmts March 30, 2023)-302760493-v4.pdf"	32
Insert from: "2-Exposé sommaire 2022 EN_v2(CyMedit).pdf"	4

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Message from the Chair of the Board

Dear shareholder,

I am pleased to invite you to Amundi's Annual General Ordinary and Extraordinary Meeting which will be held on Friday 12 May 2023 at 10.00 am in our offices at 91-93 Boulevard Pasteur 75015 Paris.

In the increasingly challenging market environment of 2022, Amundi once again demonstrated that its strategy is relevant and its business model robust. Whereas the European market for open-ended funds was in decline, Amundi's net inflows were positive, driven by mid- to long-term assets subscribed by Retail clients. Business was also brisk on the passive investment segment, which was further strengthened by the acquisition of Lyxor.

Results continued to maintain a high level, thanks to strong business combined with excellent cost control. Costs were reduced by 1.1% on a like-for-like basis, while the cost/income ratio remained at the industry's highest standards.

Amundi's financials are extremely solid, and the Group's A+ rating with a stable outlook - the best in its sector - has been confirmed by Fitch Ratings.

In consideration of these various elements, the Board of Directors is submitting to the Annual General Meeting a proposed dividend of 4.10 euros per share, a cash value identical to that distributed in 2021. This dividend corresponds to a pay-out ratio of 75% of net income, Group share. 1

In June 2022, Amundi presented its strategic plan. Consistent with Crédit Agricole Group's "Ambitions 2025" plan, it aims to further enhance Amundi's development and continue diversifying the Group's activities, in particular through Amundi Technology, a division launched at the end of 2020, while further

affirming the company's commitment as a responsible investor.

At the end of the Annual General Meeting, to be held on 12 May 2023, Philippe Brassac, Chief Executive Officer of Crédit Agricole S.A., will replace me as Chair of the Board of Directors at Amundi. I would like to thank Amundi's employees, whose commitment has made it the European leader in asset management, our clients, and our shareholders - Crédit Agricole first among them - for their unflagging trust and support. I am confident that with Valérie Baudson at the helm and the support of Philippe Brassac and the Crédit Agricole Group, the company will continue its growth journey.

This brochure contains all the information about the Meeting and instructions for participating in it.

Yours faithfully

Yves Perrier

Chair of the Board of Directors of Amundi

(1) The dividend pay-out ratio is calculated on the basis of the adjusted net income, Group share (€1,074m), and excluding the integration costs related to

Lyxor (-€46m after tax).

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Overview of the Company's situation in 2022

In a market context of renewed volatility associated with the irruption of war in Europe and strong inflationary pressures, Amundi leveraged the resilience of its diversified business model and continued preparing for the future, in the interest of its clients and society. This included implementing "Ambitions 2025" strategic plan, with concrete achievement of several key milestones.

Although the market for open-ended funds closed out the year with net outflows, Amundi remained in positive territory, with inflows of 7 billion euros on the most dynamic segments of the industry, thanks to its strong investment performance and its well-tailored offering. The Group also successfully controlled costs, resulting in adjusted(1) net income of 1.2 billion euros for 2022.

Amundi also showed considerable agility as it continued to adapt and grow in line with the "Ambitions 2025" plan.

The Group has further built on its historical strengths. Assets under management in real assets gained 8% in 2022. Inflows to the passive management business stood at 14 billion euros. The business line was the beneficiary of early commercial synergies with Lyxor, whose integration has progressed ahead of schedule. This strongly value accretive acquisition will help Amundi accelerate its expansion in the flourishing ETF business, where it is the European leader.

The Group also made strides in its new business lines. Amundi Technology's revenues jumped 35% in 2022. The Services department is growing rapidly thanks to the deployment of Fund Channel, its fund distribution platform. These achievements confirm our ambition to become a leading technology and service provider covering the entire savings value chain.

Amundi continued to expand internationally in 2022, particularly in Asia, where the firm's assets under management rose to 378 billion euros.

Last but not least - as a company committed from its inception to promoting more sustainable finance - Amundi launched solutions with a Net Zero objective while continuing to move further and faster along the path of responsible investment.

Amundi's diversified business model has proved itself yet again. The Group, whose raison d'être is to work every day in the interest of its clients and society, looks to the future with confidence and with a single overarching ambition: continuing its trajectory of sustainable, profitable growth.

Valérie Baudson, Chief Executive Officer

1. Adjusted data, excludes amortisation of intangible assets, Lyxor integration costs and, for 2021, the impact of Affrancamento.

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1. Highlights 2022

Amundi outperforms in bear markets:

• Inflows were positive at +€7bn for the year: business activity stayed solid, and the mix was positive for margins, with inflows +€10bn in the Retail segment (excluding JV) and +€8bn in MLT Assets.
• Adjusted net income2,3 was €1.2bn: high profitability was maintained, after a FY 2021 that enjoyed an exceptional level of performance fees; 2022 income is virtually stable compared to 2021 once this exceptional level is normalised.
• This performance was achieved in volatile and bearish markets: equity markets4 fell -13%during the year, and fixed income markets5 lost -17%.
• As a result, the open-ended fund market in Europe saw significant outflows in 2022, reflecting the rise in risk aversion from investors: -€57bn,including -€130bnon MLT assets and +€73bn on treasury products.

Amundi is adapting with agility:

• Investment management generated a strong performance in 2022, across a wide range of asset classes, with 72%6 of the Group's open-ended funds in the first or second quartile of their Morningstar7 category for their one-year performance, specifically for equity (global, US, euro volatility) and emerging market strategies. This reflects the good anticipation of market movements, particularly the change in inflation, and the return of bonds, as well as the portfolios' adaptation to the new environment;
• The product range was also adapted: the first half saw inflows of +€3bn in equities under active management, particularly in thematic products, whereas in the second half, the launches of Buy & Watch bond strategies generated inflows of +€2bn in the International networks and Third-Party Distribution; the adaptation of the structured product offering to match the new market environment (higher interest rates and flight to safety) meant Amundi could attract +€2.7bn, especially in the French and International Networks, thanks to new products (EMTN and formula funds);
• Lastly, the cost base was reduced steadily throughout the year, with lower adjusted operating expenses each quarter: from €429m in the fourth quarter of 2021 (including Lyxor) to €412m in the fourth quarter of 2022.

Amundi continues its development thanks to the 2025 Ambition Plan growth drivers:

1. • In 2022, the strengthening Amundi's leadership in asset management led to a good performance: AuM in Real Assets totalled €67bn at end 2022 (+8% compared to end 2021, and double that of 2016), for inflows of +€4.1bn in 2022 (of which +€2bn in real estate, +€1.5bn in private equity) and investments of €1.6bn in private debt as part of the "France Relance" recovery plan. With inflows of +€13.8bn, passive management is beginning to benefit from business synergies with Lyxor, and the setup of the Irish platform ICAV to develop its global and US equity products will further accelerate this growth. As for Asia, total AuM were €378bn at end 2022, thanks to high inflows excluding China: +€26 bn, of which +€18bn in India, +€4.6bn in Japan and +€2.6bn in Korea.
   • Responsible Investing solutions saw inflows of +€9bn8 in 2022, with AuM at €800bn9; the ranges continue to be adapted. Active management saw the launch of "Ambition Net Zero" funds, contributing to the transition to a Net Zero economy, in four asset classes10, in line with the ESG Ambition 2025 Plan's objective to launch an Ambition Net Zero range covering all the major strategies. In passive management, the portion of funds replicating ESG indexes in the ETF range rose from 22% of the total range at end 2021 to 27% at end 2022, on track for the goal to reach 40% in 2025.
2. Net income, Group share
3. Adjusted data: excluding amortisation of the intangible assets, the integration costs related to Lyxor, and, in 2021, the impact of Affrancamento
4. EuroStoxx 600
5. Bloomberg Euro Aggregate Index
6. As a percentage of the assets under management
7. There were 1,184 Morningstar-ratedopen-ended Amundi funds at the end of December 2022. © 2022 Morningstar. All rights reserved.
8. Excluding treasury products and CA & SG Insurers
9. €799.7bn
10. Real estate, multi-asset, developed market bonds, developed market equities

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