Guillemot : CGM of 23/05/2019 – Convocation notice

Translation for convenience only. The French version of this document prevails.

GUILLEMOT CORPORATION

Joint stock company with capital of €11,771,359.60

Registered office: Place du Granier, BP 97143, 35571 Chantepie Cedex

414 196 758 R.C.S. RENNES

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CONVOCATION NOTICE

The shareholders are convened to a combined general meeting (ordinary and extraordinary) to be held on Thursday, May 23, 2019, 10:00 AM, at the company's registered office, Immeuble Nouvelles Structures, Place du Granier, Chantepie (35135), in order to deliberate upon the following agenda items:

Within the remit of the ordinary general meeting:

-Board of Directors' reports,

-Independent Auditors' reports,

-Approval of December 31, 2018 year-end financial statements,

-December 31, 2018 year-end net income appropriation,

-Approval of December 31, 2018 year-end consolidated financial statements,

-Approval of agreements stipulated in Article L.225-38 of the Commercial Code,

-Approval of the principles and criteria for the determination, sharing out and allocation of compensation elements for the president and managing director and the deputy managing directors,

-Approval of the compensation elements of Mr. Claude Guillemot, president and managing director,

-Approval of the compensation elements of Mr. Michel Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Yves Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Gérard Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Christian Guillemot, deputy managing director,

-Authorization to be given to the Board of Directors to carry out transactions on company shares,

-Fulfillment of the legal formalities consecutive to the ordinary general meeting.

Within the remit of the extraordinary general meeting:

-Board of Directors' report,

-Independent Auditors' reports,

-Authorization to be given to the Board of Directors to proceed with capital reduction via cancellation of company shares,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with preservation of preferred subscription rights,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of a public offer or offers,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of an offer or offers stipulated in part II of Article L.411-2 of the Monetary and Financial Code,

-Authorization to be given to the Board of Directors to set, within the limit of 10% of the company's capital per year, the issue price of equity securities to be issued by way of a public offer or offers or by way of an offer or offers stipulated in part II of Article L.411-2 of the Monetary and Financial Code,

-Authorization to be given to the Board of Directors to increase the amount of the issues which may be decided upon pursuant to the fourteenth, fifteenth and/or sixteenth resolutions, in the event of excess demand,

-Delegation of powers to be given to the Board of Directors to proceed with capital increases, in order to remunerate contributions in kind granted to the company and composed of equity securities or marketable securities giving access to capital,

-Delegation of authority to be given to the Board of Directors to proceed with capital increases reserved for members of a corporate or group savings plan,

-Authorization to be given to the Board of Directors to proceed with the bonus issue of company shares to salaried employees and/or executive directors of the company and/or of related companies,

-Authorization to be given to the Board of Directors to grant stock options to salaried employees and/or executive directors of the company and/or of related companies,

-Setting the overall ceiling for capital increases,

-Fulfillment of the legal formalities consecutive to the extraordinary general meeting.

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Translation for convenience only. The French version of this document prevails.

All shareholders, whatever the number of shares they hold, may take part in this general meeting either by attending personally or through voting by post or by being represented namely by granting a proxy to the Chairman of the general meeting or to any other natural or legal person of their choice.

Shareholders must provide proof of their shareholding status, whatever method of participation they have chosen, by way of book-entry of the securities held in the shareholder's name by the second working day preceding the meeting date (namely by May 21, 2019 at the latest) at zero hour, Paris time, either in the registered securities accounts held by the company or in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the Monetary and Financial Code.

Entry of securities in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the Monetary and Financial Code, is certified by way of a certificate of participation drawn up in the name of the shareholder and delivered by this intermediary and appended to the form for voting by post or by proxy or to the admission card request.

A certificate of participation is also delivered to shareholders wishing to take part in the meeting in person and not having received their admission card by the second working day preceding the meeting date namely May 21, 2019 at zero hour, Paris time.

For this general meeting, no voting by way of electronic or telecommunication methods is authorized. Consequently, no website as stipulated in Article R.225-61 of the Commercial Code will be set up to this effect.

Shareholders wishing to participate in the general meeting in person may request an admission card as follows:

-for shareholders with registered securities: by requesting an admission card from Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0) 2.99.93.20.40 or by electronic mail (email) to [e-mail]), or by presenting themselves on the day of the general meeting, along with a proof of identity;

-for shareholders with bearer securities: requesting that the authorized intermediary responsible for managing their securities account sends a certificate of participation to Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0) 2.99.93.20.40 or by electronic mail (email) to [e-mail]), who will then send the shareholder an admission card, in light of the certificate of participation received from said intermediary. Shareholders who have not received their admission card by May 21, 2019 at zero hour, Paris time, may directly deliver the certificate of participation issued by the authorized intermediary responsible for managing their securities account. Shareholders must present themselves on the day of the general meeting, along with a proof of identity and their admission card (or the certificate of participation sent to them by the authorized intermediary responsible for managing their securities account).

Shareholders who will not be participating in the general meeting in person, and who wish to vote by post or be represented by granting a proxy to the Chairman of the general meeting or to any other natural or legal person of their choice, must proceed as follows:

- for shareholders with registered securities: return the single form for voting by post or by proxy that will be sent to them along with the meeting convocation notice, to the company Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France;

- for shareholders with bearer securities: send a request for a single form for voting by post or by proxy to the company Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0) 2.99.93.20.40 or by electronic mail (email) to [e-mail]), which must be received by May 17, 2019 at the latest.

It should be noted that the single form for voting by post or by proxy is put online on the company's website (www.guillemot.com).

In order to be taken into account by the company Guillemot Corporation S.A., the single form for voting by post or by proxy, duly completed and signed, must be received at the following address by May 20, 2019 at the latest: Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0) 2.99.93.20.40). For shareholders with bearer securities, in order to be taken into account, this form must be accompanied by the certificate of participation delivered by the intermediary in charge of their securities account.

Pursuant to the terms of Article R.225-79 of the Commercial Code, notification of the appointment and the revocation of a representative may also be carried out electronically, according to the following methods:

- for shareholders with registered securities: by sending an electronic mail (email) to [e-mail] must be completed with an electronic signature which they have obtained from an authorized third-party certifier, and specify their family name, first name, and address, along with the family name and first name of the appointed or revoked representative;

- for shareholders with bearer securities: by sending an electronic mail (email) to [e-mail] must be completed with an electronic signature which they have obtained from an authorized third-party certifier, and specify their family name, first name, and address, along with the family name and first name of the appointed or revoked representative. It is imperative that notification of the appointment of a representative be accompanied by the certificate of participation issued by the authorized intermediary responsible for managing their securities account.

The authorization may be revoked according to the same methods as those required for appointment of a representative.

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Translation for convenience only. The French version of this document prevails.

Only notifications of appointment or revocation submitted electronically, duly notified and signed, received by May 20, 2019 at the latest shall be taken into account.

It should be noted that only notifications of appointment or revocation of a representative may be sent to the [e-mail] address; any other request or notification sent electronically to this address and relating to another subject shall not be taken into account and/or processed.

Shareholders have the right to submit questions in writing to the Board of Directors. These questions must be submitted to the Chairman of the Board of Directors, at the company's registered office, by registered letter with acknowledgment of receipt by May 17, 2019 at the latest. When submitted by a shareholder holding bearer securities, they must be accompanied by a certificate of registration in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the Monetary and Financial Code.

The information and documents stipulated in Article R225-73-1 of the Commercial Code are published on the website of the company Guillemot Corporation S.A. (www.guillemot.com) under the "General meetings" heading, which can be accessed by way of the following sections: Financial Information - This year.

Moreover, documents due to be presented at the general meeting will be sent to shareholders who have proven their shareholding status, free of charge, upon request by said shareholders. These documents will also be available to shareholders, as of the meeting's convocation, at the following address: 2 rue du Chêne Héleuc, 56910 Carentoir, France.

The meeting notice containing the draft text of resolutions was published in the Bulletin des Annonces Légales Obligatoires on April 17, 2019 (Bulletin No.46).

The Board of Directors.

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