Gevelot S A : - notice of meeting CGM 2023 published on Actu-juridique.fr

ACTU-JURIDIQUE.FR WEBSITE DATED OF WEDNESDAY 31 MAY 2023

GEVELOT

Limited Company with capital of € 26,586,350

Registered Office at Levallois Perret (Hauts de Seine) - France

6 boulevard Bineau

562 088 542 R.C.S. NANTERRE

NOTICE OF MEETING

The Shareholders of the Gévelot Company are advised that they are convened on Thursday 15 June 2023 at 10:30 am at the head office of the Company, 6 boulevard Bineau, Levallois-Perret (Hauts de Seine), France,

To the Combined Annual and Extraordinary General Meeting in order to deliberate on the following agenda:

Within the competence of the Ordinary Annual General Meeting

• Management Report from the Board of Directors on the progress of the Company during the fiscal year 2022,
• Report from the Statutory Auditors on Corporate Financial Statements and Consolidated Accounts of the fiscal year 2022,
• Approval of the Corporate Financial Statements for the fiscal year ended 31 December 2022,
• Approval of the Consolidated Accounts for the fiscal year ended 31 December 2022,
• Approval of the Agreements mentioned in Article L.225-38 of the Commercial Law,
• Allocation of net income of the fiscal year 2022,
• Discharge to Directors,
• Designation of Directors,
• Renewal of the Staturory Auditors' mandate,
• Questions.

Within the competence of the Extraordinary Annual General Meeting

• Board of Directors' report on extraordinary resolutions,
• Reports of the Merger Auditor on the contribution values and the part of the exchange ratio,
• Report of the Statutory Auditors on the causes and conditions of the capital reduction,
• Examination and approval of the merger by way of absorption of the ROSCLODAN company by the GEVELOT company and the resulting capital increase of €2,194,500,
• Capital reduction of €2,194,500 by cancellation of 62,700 Gévelot shares received in the merger as covered in the previous resolution,
• Amendment of Article 6 of the articles of association as a result of the two previous resolutions. Addendum to the prior notice constituting a notification to attend dated of May 10, 2023
• Amendment of Article 14 of the articles of association (Directors shares)

Within the competence of the Ordinary Annual General Meeting

Addendum to the prior notice constituting a notification to attend dated of May 10, 2023

• Amendment of the amount of the compensation allocated to Directors for their activity on the Board of Directors
• Powers

_____________________________

Terms and conditions of participation in this Meeting

All shareholders, regardless of the number of shares they own, have the right to take part in this Meeting, to be represented under the conditions of Article L. 22-10-39 of the French Commercial Code or to vote by mail.

A - Prerequisites to participate in the General Assembly

Only shareholders who can prove that their shares are registered in their name or in the name of the intermediary registered on their behalf on the second business day preceding the meeting, i.e. Monday 13 June 2022 at midnight, Paris time, may participate in the General Meeting :

• either in the registered share accounts held for the Company by its agent Société Générale Securities Services, 32 rue du Champ de Tir CS 30812 - 44308 Nantes Cedex 3, France
• or in the bearer share accounts held by the authorised intermediary by means of a certificate of participation issued by the latter.

Notice of Meeting - CGM GEVELOT SA 15 June 2023

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Only shareholders providing proof of this status no later than Tuesday, June 13, 2023 at midnight, Paris time, under the conditions set out above, may participate in this Meeting.

B - How to participate and vote at the General Assembly

Shareholders wishing to attend the General Meeting in person may do so as follows:

• Any registered shareholder will then be admitted to the General Meeting upon proof of identity;
• Any bearer shareholder must ask the authorised financial intermediary managing his or her securities account to send him or her an admission card. If they are unable to attend the meeting in person, shareholders may choose one of the following three options :
  a) Give a proxy to the person of their choice under the conditions of the article L. 225-106 of the Commercial code (mandate to a third party); b) Send a proxy to the Company without specifying a representative (give proxy to the Chairman);

1. Vote by correspondence.

It is specified that for any proxy given by a Shareholder without indication of proxy, the Chairman of the General Meeting will vote in favor of the adoption of the draft resolutions presented or approved by the Board of Directors and a vote against the adoption of all the other draft resolutions.

Shareholders may vote by post or give a proxy, using the voting form provided for this purpose. These means of participation made available to shareholders are now the only possible.

A single postal and proxy voting form is available to shareholders at the company's registered office or can be requested by simple letter, fax or email at the following email address : [e-mail] and is also available on our website www.gevelot-sa.fr. Any request received or made at the latest six days before the date of the meeting will be granted. These forms will only be taken into account if they are duly completed, signed and received either by post at the Company's registered office or by electronic mail at the following address at least three days before the date of the meeting. Owners of bearer shares must accompany their form with the certificate of participation issued by an intermediary mentioned in article L.211-3 of the Monetary and Financial Code.

Proxies can validly reach the company, either by post at the registered office, or electronically at the following email address [e-mail] the fourth day preceding the date of the General Meeting, i.e. no later than June 11, 2023.

Only notifications designating or revoking mandates duly signed, completed, received and confirmed by the fourth day preceding the date of the General Meeting at the latest will be taken into account.

A shareholder who has already cast his vote at a distance or sent a proxy or asked for a certificate of participation may choose another method of participating in the meeting provided that his instructions to this effect reach the company until the fourth day preceding the date of the general meeting The previous instructions received are then revoked.

Shareholders who have already cast their vote at a distance or sent a proxy may at any time transfer all or part of their shares. However, if the transfer takes place before the second working day preceding the meeting at midnight, Paris time, the company invalidates or modifies accordingly, as the case may be, the vote cast at a distance or the power. To this end, the account-keeping intermediary notifies the transfer to the company or its agent and sends it the necessary information.

No sale or any other transaction carried out after the second working day preceding the meeting at midnight, Paris time, whatever the means used, may not be taken into account by the company, notwithstanding any agreement to the contrary.

C - Filing of written questions

In accordance with the article R. 225-84 of the Commercial Code, any shareholder can ask written questions. These questions must be addressed to the Chairman of the Board of Directors,in the head office of the Company, by registered letter with acknowledgment of receipt request or sent by electronic telecommunication to the following email address : [e-mail] later than the second working day before the date of the said Assembly i.e. 13 June 2023. They must be accompanied by a certificate of account registration either in the accounts of Société Générale Securities Services for registered shareholders, or in the accounts of the financial intermediary for bearer shareholders.

Shareholders are recommended to favor the filing of written questions by electronic telecommunication, rather than by post.

All written questions from shareholders and the answers thereto made pursuant to the third and fourth paragraphs of Article L. 225-108 of the French Commercial Code are published in the section dedicated to questions and answers on the Company's website in the fourth paragraph of this article.

D - Shareholders Rights to consult

It is specified that the documents to be presented at the Meeting are made available at the Company's registered office and on the website www.gevelot-sa.frunder the section dedicated to the General Meeting, as from the fifteenth day preceding the said Meeting.

The Board of Directors

Information available on our website www.gevelot-sa.fr
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