Eramet : Pior notice of meeting published in the BALO - General Shareholders' Meeting 2023

Eramet

Société Anonyme au capital de 87,702,893.35 Euros Siège social : 10 boulevard de Grenelle 75015 Paris 632 045 381 RCS Paris

NOTICE OF MEETING

Shareholders are informed that they will be notified soon of an Ordinary Shareholders' Meeting to be held on,

Tuesday 23 May 2023, at 10:00 - at the registered office

Warning :

The meeting will be webcasted live under video format available from the Group internet site and will be downloadable after the meeting as well. You are invited to refer to the section dedicated to the General Assembly on the company's website: https://www.eramet.com

In order to vote on the following agenda:

AGENDA

Under the authority of the Ordinary Shareholders' Meeting

• Report from the Board of Directors on the 2022 financial year. Report from the Board of Directors on corporate governance. Report from the Statutory Auditors on the annual accounts.
  Report from the Statutory Auditors on the consolidated financial statements.

Approval of the financial statements (annual and consolidated) for the year ended December 31, 2022.

• Special report from the statutory auditors on the agreements considered in Articles L 225-38 and seq. of the French Commercial Code.
  Approval of the agreements covered by this report and submitted to the shareholders' vote.
• Allocation of result for the 2022 financial year.
• Dividend distribution
• Renewal of Mr Emeric Burin des Roziers' term of office as director.
• Renewal of Mr François Corbin's term of office as director.
• Renewal of the term of office of Sorame as director (represented by Mr Jérôme Duval from now on)
• Renewal of Mr Jean-Yves Gilet's term of office as director.
• Renewal of the term of office of Ceir as director (represented by Ms Nathalie de La Fournière)
• Renewal of Ms Manoelle Lepoutre's term of office as director.
• Appointment of Ms Héloïse Duval as director
• Appoint of Mr Ghislain Lescuyer as director
• « Say on Pay Ex Ante » - Approval of the remuneration policy applicable to the members of the Board of Directors.

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• « Say on Pay Ex Ante » - Approval of the remuneration policy applicable to Ms Christel Bories, CEO.
• « Say on Pay Ex Post » - Approval of the provisions mentioned in paragraph I of Article L. 22-10-9 of the French Commercial Code.
• « Say on Pay Ex Post » - Approval of the fixed, variable and exceptional elements comprising the total remuneration and benefits of any kind paid for the year ended to Ms Christel Bories, Chairman and CEO.
• Authorization to trade in the Company's shares
• Powers.

DRAFT RESOLUTIONS

UNDER THE AUTHORITY OF THE ORDINARY GENERAL

SHAREHOLDERS' MEETING

The first and second resolutions concern the approval of the parent company financial statements and the consolidated financial statements for the past financial year. The detailed financial statements can be found in the documents distributed to shareholders and are commented upon in the management report.

FIRST RESOLUTION

(2022 annual financial statements)

The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the Board of Directors' report and the Statutory Auditors' report on the annual financial statements for the financial year ended 31 December 2022, approves said annual financial statements as presented to it, and the transactions translated in these financial statements or summarised in these reports.

SECOND RESOLUTION

(2022 consolidated financial statements)

The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the Board of Directors' report and the Statutory Auditors' report on the consolidated financial statements for the financial year ended 31 December 2022, approves the said consolidated financial statements as presented to it, and the transactions translated in these financial statements or summarised in these reports.

In the third resolution you are asked to approve the special report of the Statutory Auditors of your Company pertaining to the agreements specified in Articles L. 225-38 et seq. of the French Commercial Code and authorised during the past financial year. You are asked to note that the report also presents the agreements previously authorised by your Meeting, which continued in the prior year and that, as these previously authorised agreements have already been approved by your Meeting, they are not being put to a vote by this Meeting.

THIRD RESOLUTION

(Regulated agreements)

The General Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the special report drawn up by the Statutory Auditors

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on the agreements specified in Articles L. 225-38 et seq. of the French Commercial Code, approves this report and the transactions set out therein.

The purpose of the fourth and fifth resolutions is to propose, to the Shareholders' Meeting, the appropriation of net income for the 2022 financial year. This appropriation concerns the distribution of a dividend of €3.50 per share.

FOURTH RESOLUTION

(Appropriation of income)

The General Shareholders' Meeting, acting with the quorum required for Ordinary Shareholders' Meetings,

Recognises that the net income for the financial year ended is	€142,590,988.00
Added to which are the losses brought forward
at 31 December 2022	…………. -€283,566,964.30

The General Shareholders' Meeting resolves to allocate the net income for the prior financial year to retained earnings which will then total -€140,975,976.30.

FIFTH RESOLUTION

(Distribution of dividends)

The General Shareholders' Meeting, acting with the quorum required for Ordinary Shareholders' Meetings,

Notes that the "Other reserves" total €181,305,226.13 and resolves:

• To distribute a dividend of €3.50 per share, which, for the 28,755,047 shares that make up the share capital as at 31 December 2022, equals €100,642,664.50.

The "Other reserves" are therefore decreased to €80,662,561.63.

The ex-dividend date will be 26 May 2023. The reporting date will be set at 29 May 2023. The dividend will be paid beginning on 30 May 2023.

The General Shareholders' Meeting, in its ordinary session, duly notes that the dividends per share to be paid for the past year and the three previous years are, or were, as follows:

	2019	2020	2021	2022
number of shares	26,636,000	26,636,005	28,755,047	28,755,047
compensated
dividend	€0	€0	€2.50	€3.50

The sixth to eleventh resolutions concern the renewal for a period of four years of the terms of office expiring at this Meeting:

• Renewal of the term of office of Emeric Burin des Roziers (independent director). Emeric Burin des Roziers has been an Eramet director since May 2019. It is proposed that the General

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Shareholders' Meeting in 2023 votes to renew his term for a period of four years. Since January 2023, Emeric Burin des Roziers has been CEO of the NW Group, specialising in the production of renewable electricity, electricity storage and electric mobility services. He is a corporate officer of NW Energy and NW Storm. Emeric Burin des Roziers was previously the Chief Executive Officer of Endel (an Engie subsidiary) and the Deputy Chief Executive Officer of Engie Solution's Industry BU from 2016 to April 2022. From 2011 to 2016, he served the Eramet Group as Director of Business Development of the Manganese Branch, Chief Executive Officer of the Recycling Activity and Director of Central Operations Restructuring. Emeric Burin des Roziers served as Advisor and then Deputy Cabinet Director to the Ministry of Energy (2006-2011). He began his career in 2003 as a consultant with the Boston Consulting Group. Emeric Burin des Roziers graduated from the École Polytechnique and ENSTA.

• Renewal of the term of office of François Corbin (independent director - lead director). François Corbin has been an Eramet director since May 2019. It is proposed that the General
  Shareholders' Meeting in 2023 votes to renew his term for a period of four years. François
  Corbin is Vice President of MEDEF International in charge of coordination in the ASEAN region, and the French Minister for Europe and Foreign Affairs' special representative for economic affairs in the ASEAN region. François Corbin joined the Michelin Group in 2004, where he held Senior Management positions in Business Units, then on the Group's Executive Committee and finally, from 2019 to July 2021, as General Delegate for International Affairs to the Chair of the Group. François Corbin began his career in 1980 at the Pechiney Group where he held several positions as head of the operating department, after which he was Human Resources Director and Business Units Chief Executive Officer. François Corbin graduated from the École Centrale de Paris .
• Renewal of the term of office of SORAME, from now on represented by Jérôme Duval. Jérôme Duval has been an Eramet director since May 2019. Jérôme Duval is a cousin of Nathalie de La Fournière, Héloïse Duval and Cyrille Duval and holds shares in Sorame and CEIR. It is proposed that the General Shareholders' Meeting in 2023 votes to appoint him as the new permanent representative of Sorame in replacement to Cyrille Duval for a period of four years. Jérôme Duval has been Director of Intermodal Financing activities at Crédit Agricole CIB since September 2022. He was previously Director of Maritime and Americas Intermodal Financing activities at Crédit Agricole CIB New York from 2013. In New York, he established the regional maritime financing platform and went on to create the Intermodal financing activity for the bank. He began his career at Crédit Lyonnais in New York followed by experience in professional client coverage at Crédit Agricole in Île-de-France. He then joined Crédit Agricole CIB where, after coordinating international maritime financing activities, he developed a portfolio of the sector's key accounts from London. Jérôme Duval holds a Director's certificate from Sciences Po-IFA and a Master's degree from ISG.
• Renewal of the term of office of Jean-Yves Gilet. Jean-Yves Gilet has been an Eramet director since September 2016. It is proposed that the General Shareholders' Meeting in 2023 votes to renew his term for a period of four years. Jean-Yves Gilet has been Chair of Gilet Trust Invest SAS, a strategy and management consulting company, since 2017. He is an engineer in the Corps des mines. Jean-Yves Gilet was Executive Director of BPI France from 2013 to 2016 and prior to that, CEO of the Fonds Stratégique d'Investissement (FSI) from 2010 to 2013. Beginning in
  1991, he held various senior management roles in the Usinor Sacilor Group, followed by Arcelor (2002-2005) and Arcelor Mittal (2006-2010). Having held various positions in the Direction générale de l'industrie (DGI) and Datar (1981-1988),Jean-Yves Gilet was Cabinet Director to the Deputy Minister in charge of Regional Planning and Conversions (1988-1990). He began his career in 1981 as deputy to the Regional Director of Industry and Research in Picardy. Jean- Yves Gilet is a graduate of the École Polytechnique and the École Nationale Supérieure des Mines de Paris (ENSMP).

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• Renewal of the term of office of CEIR, represented by Nathalie de La Fournière. Nathalie de La Fournière has been an Eramet director since May 2015 as permanent representative of CEIR. Nathalie de La Fournière is a cousin of Cyrille Duval, Jérôme Duval and Héloïse Duval and holds shares in Sorame and CEIR. It is proposed that the General Shareholders' Meeting in 2023 votes to appoint her as the permanent representative of Sorame for a period of four years. Ms de la Fournière is currently Human Resources and Finance Director of the Agence d'Urbanisme et d'Aménagement Toulouse Aire Métropolitaine. Since 1999, she has held positions as research officer and Research Director of the Agence d'urbanisme et d'aménagement Toulouse Aire
  Métropolitaine. Nathalie de La Fournière began her career in 1990 at the RATP as a research officer followed by operational manager of the network. Nathalie de La Fournière graduated from the École Centrale de Paris and holds a Master's degree in auditing and management control from Toulouse Business School, as well as a Director's certificate from Sciences Po- IFA.
• Renewal of the term of office of Manoelle Lepoutre (independent director until May 2023). Manoelle Lepoutre has been an Eramet director since May 2011. It is proposed that the General
  Shareholders' Meeting in 2023 votes to renew her term for a period of four years. During its meeting of 21 March 2023, the Board considered that, from the General Shareholders' Meeting of May 2023, Manoelle Lepoutre will no longer qualify as independent, as she will have competed three four-year terms of office on that date. Manoelle Lepoutre has been consulting at MSML Tech Conseil since June 2022. Manoelle Lepoutre has worked with TotalEnergies in the energy sector for many years. She has held various corporate positions within the Group: Director of Sustainable Development in 2009, Human Resources Director (Managers and High- Flyers) in 2013 and Citizen Engagement Director (CSR) from 2016 to the end of 2021. In 2004, she was appointed R&D Director of the Exploration & Production division. In 2000, she was appointed to the Executive Committee of Total E&P USA, where she held the position of Geosciences Director, responsible for exploration and the management of permits and reserves for North America. In 1998, she was appointed to the Executive Committee of Elf Norge, as Exploration Director. Her career began in 1982 in the exploration and production sector, and she has held various roles in exploration and R&D, in France and the Netherlands. Manoelle Lepoutre is a graduate of the École Nationale Supérieure de Géologie de Nancy (ENSG) and the École Nationale Supérieure des Pétroles et des Moteurs (ENSPM). She is an elected member of the National Academy of Technologies of France.

The twelfth resolution concerns the appointment of Héloïse Duval as director, replacing Jérôme Duval, whose term of office is due to expire. Héloïse Duval is a cousin of Cyrille Duval, Jérôme Duval and Nathalie de La Fournière and holds shares in Sorame and CEIR. Héloïse Duval is Head of Mergers and Acquisitions at SEB Group. She joined the SEB Group in 2018 in the Group Strategy and Mergers & Acquisitions Directorate, where she coordinated strategic projects and oversaw the integration of acquired companies, before switching to focussing solely on mergers and acquisitions. Héloïse Duval began her career with Unibail-Rodamco-Westfield, where she was responsible for investments and transaction structuring. Héloïse Duval has a degree from the École des Hautes Études Commerciales (HEC Paris) and holds a Director's certificate from Sciences Po-IFA.

The thirteenth resolution concerns the appointment of Ghislain Lescuyer (independent director) as director, replacing Claude Tendil, whose term of office is due to expire. During its meeting of 21 March 2023, on the recommendation of the Appointments Committee, the Board of Directors examined the personal circumstances of Ghislain Lescuyer and noted that Mr Lescuyer could be considered as independent. From 2015 to April 2022, Ghislain Lescuyer was Chairman of the Management Board and then Chief Executive Officer of the Saft Group; he founded the Automotive Cells Company (a JV between Stellantis, Daimler and Saft/TotalEnergies), where he was Chairman of the Board of Directors from September 2020 to September 2022. In 2007, he was appointed Executive Vice-President of Areva T&D's products division, then, when it was taken over by Alstom, Senior Vice-President of Strategy & Development and Chief Information Officer (2010- 2015). In 2003, he became a member of the Executive Committee and Director of various activities

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