Guillemot : CGM of 27/05/2021 – Agenda, draft text of resolution, board of directors’ report

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

COMBINED GENERAL SHAREHOLDERS' MEETING

MAI 27, 2021

	CONTENTS
1.	Combined general meeting agenda------------------------------------------------------------	2
2.	Text of draft resolutions ---------------------------------------------------------------------------	3
3.	Board of Directors' report to the combined general meeting -----------------------	15

Guillemot Corporation S.A.

Joint stock company with capital of €11,771 359.60 - 414 196 758 R.C.S. Rennes

• Postal address: B.P. 2 - 56204 La Gacilly Cedex - France •

• Registered office: Place du Granier - BP97143 - 35571 Chantepie Cedex - France •

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

1. COMBINED GENERAL MEETING AGENDA

Within the remit of the ordinary general meeting:

• Board of Directors' reports,
• Independent Auditors' reports,
• Approval of December 31, 2020 year-end financial statements,
• December 31, 2020 year-end net income appropriation,
• Approval of December 31, 2020 year-end consolidated financial statements,
• Approval of agreements stipulated in Article L.225-38 of the Commercial Code,
• Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Claude Guillemot, President and Managing Director,
• Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Michel Guillemot, Deputy Managing Director,
• Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Yves Guillemot, Deputy Managing Director,
• Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Gérard Guillemot, Deputy Managing Director,
• Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Christian Guillemot, Deputy Managing Director,
• Approval of information mentioned in I of Article L.22-10-9 of the Commercial Code relating to the compensation of directors and officers,
• Approval of the compensation policy for directors and officers in accordance with II of Article L.22-10-8 of the Commercial Code,
• 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 other than those referred to in 1 of Article L.411-2 of the Monetary and Financial Code,
• 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 1 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 other than those referred to in 1 of Article L.411-2 of the Monetary and Financial Code or by way of an offer or offers stipulated in 1 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 fifteenth, sixteenth and/or seventeenth 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,

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

• 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,
• Amendment of Article 14 of the bylaws,
• Fulfillment of the legal formalities consecutive to the extraordinary general meeting.

2. TEXT OF DRAFT RESOLUTIONS

Within the remit of the ordinary general meeting:

FIRST RESOLUTION

(Approval of December 31, 2020 year-end financial statements)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' management report and of the Independent Auditors' report on the annual accounts, approves the December 31, 2020 year-end financial statements, as presented, as well as the transactions figuring in these statements or summarized in these reports.

SECOND RESOLUTION

(December 31, 2020 year-end net income appropriation)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, decides to appropriate the December 31, 2020 year-end profit amounting to €17,692,226.49 as follows:

• clearance of the retained losses: €1,933,763.93;
• allocation to the legal reserve: €532,388.47;
• allocation to the other reserves: €11,404,204.09;
• distribution of dividends: €3,821,870.00.

The dividend is set at €0.25 per share entitled to this dividend. It will be paid on June 18, 2021.

The general meeting decides that the amount of the dividend corresponding to the shares held by the company on the ex-dividend date will be allocated to the " other reserves " account.

The general meeting acknowledges that for shareholders who are natural persons domiciled in France for tax purposes, the dividends received are subject, pursuant to Article 200 A, 1 A 1° of the General Tax Code, to a single flat-rate levy of 12.8%, or, on the overall option of the shareholder, this income can be taxed at the progressive income tax scale. In the latter case, dividends are eligible for the 40% tax allowance mentioned in Article 158 3 2° of the General Tax Code.

In both cases, when dividends are paid, they are subject to a non-definitivelump-sum withholding tax of 12.8%, as an advance payment of income tax, deductible from the tax definitively due the following year. However, in accordance with the third paragraph of Article 117 quater of the General Tax Code, natural persons belonging to a tax household whose reference tax income is less than €50,000 euros for single, divorced or widowed taxpayers or €75,000 for taxpayers subject to a common taxation, may ask to be exempted from this non-definitivelump-sum withholding tax of 12.8% under the conditions provided for in Article 242 quater of the General Tax Code.

In addition, for shareholders who are natural persons domiciled in France for tax purposes, social contributions are applied in all cases, on the amounts of dividends paid, up to 17.2%.

In accordance with the provisions of Article 243 bis of the General Tax Code, it is recalled that the dividend distributions made for the previous three financial years were as follows:

	2019	2018	2017
Number of shares	15,287,480	15,287,480	15,004,736
Dividend per share	0	0.13	€	0
Total dividend(1) (2)	0	1,987,372.40	€	0

1. These amounts do not take into account amounts not paid because of treasury shares.
2. Dividends eligible for the 40% reduction provided for in Article 158 3 2° of the General Tax Code.

THIRD RESOLUTION

(Approval of December 31, 2020 year-end consolidated financial statements)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' report on the Group's management included in the Board of Directors' management report and of the Independent Auditors' report on the consolidated accounts, approves the December 31, 2020 year-end consolidated financial statements, as presented, as well as the transactions figuring in these statements or summarized in these reports.

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

FOURTH RESOLUTION

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

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Independent Auditors' special report on the agreements stipulated in Article L.225-38 of the Commercial Code, approves the agreements referred to therein and the conclusions of said report.

FIFTH RESOLUTION

(Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Claude Guillemot, President and Managing Director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.22-10-34 II of the Commercial Code, the fixed, variable and exceptional items composing the total compensation and the benefits in kind paid during the course of or awarded for the financial year ended December 31, 2020 to Mr. Claude Guillemot because of his term of office as President and Managing Director, as set out in paragraph 21.6.2 of the corporate governance report attached to the management report for the year ended December 31, 2020.

SIXTH RESOLUTION

(Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Michel Guillemot, Deputy Managing Director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.22-10-34 II of the Commercial Code, the fixed, variable and exceptional items composing the total compensation and the benefits in kind paid during the course of or awarded for the financial year ended December 31, 2020 to Mr. Michel Guillemot because of his term of office as Deputy Managing Director, as set out in paragraph 21.6.2 of the corporate governance report attached to the management report for the year ended December 31, 2020.

SEVENTH RESOLUTION

(Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Yves Guillemot, Deputy Managing Director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.22-10-34 II of the Commercial Code, the fixed, variable and exceptional items composing the total compensation and the benefits in kind paid during the course of or awarded for the financial year ended December 31, 2020 to Mr. Yves Guillemot because of his term of office as Deputy Managing Director, as set out in paragraph 21.6.2 of the corporate governance report attached to the management report for the year ended December 31, 2020.

EIGHTH RESOLUTION

(Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Gérard Guillemot, Deputy Managing Director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.22-10-34 II of the Commercial Code, the fixed, variable and exceptional items composing the total compensation and the benefits in kind paid during the course of or awarded for the financial year ended December 31, 2020 to Mr. Gérard Guillemot because of his term of office as Deputy Managing Director, as set out in paragraph 21.6.2 of the corporate governance report attached to the management report for the year ended December 31, 2020.

NINTH RESOLUTION

(Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Christian Guillemot, Deputy Managing Director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.22-10-34 II of the Commercial Code, the fixed, variable and exceptional items composing the total compensation and the benefits in kind paid during the course of or awarded for the financial year ended December 31, 2020 to Mr. Christian Guillemot because of his term of office as Deputy Managing Director, as set out in paragraph 21.6.2 of the corporate governance report attached to the management report for the year ended December 31, 2020.

TENTH RESOLUTION

(Approval of information mentioned in I of Article L.22-10-9 of the Commercial Code relating to the compensation of directors and officers)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of I of Article L.22-10-34 of the Commercial Code, the information mentioned in I of the Article L.22-10-9 of the Commercial Code relating to directors and officers, which are presented in paragraph 21.6.3 of the corporate governance report attached to the management report for the year ended December 31, 2020.

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

ELEVENTH RESOLUTION

(Approval of the compensation policy for directors and officers in accordance with II of Article L.22-10-8 of the Commercial Code)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Articles L.22-10-8 II and R.22-10-14 of the Commercial Code, the compensation policy for directors and officers as presented in paragraph 21.6.4 of the corporate governance report attached to the management report for the year ended December 31, 2020.

TWELFTH RESOLUTION

(Authorization to be given to the Board of Directors to carry out transactions on company shares)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' report including the description of the share buyback program in accordance with Articles 241-1 and following of the Autorité des Marchés Financiers' General regulation, authorizes the Board of Directors pursuant to the provisions of Articles L.22-10-62 and following of the Commercial Code, of the regulation No 596/2014 of the European Parliament and of the Council, of the Autorité des Marchés Financiers' General regulation and of the market practices sanctioned by the Autorité des Marchés Financiers, to proceed with the purchase of its own shares, up to a maximum of 10% of the total number of shares of which the company's capital is composed, this percentage applying to an adjusted capital according to transactions affecting it subsequently to the date of this meeting, with a view to:

• animate the security market to favor the liquidity of the security, via the intermediary of an investment services provider acting with full independence, within the context of a liquidity contract pursuant to the decision of the Autorité des Marchés Financiers establishing liquidity contracts as an accepted market practice,
• keep and subsequent remit the securities, in payment or in exchange, within the context of possible external growth operations, with the stipulation that the number of securities acquired to this effect may not exceed 5% of the securities of which the company's capital is composed,
• cover marketable securities representative of debt securities granting the right to the allocation of company shares through conversion, exercise, reimbursement or exchange,
• cover stock option plans and/or any other form of share allocation to employees and/or executive directors of the company and/or its group,
• cancel the shares thus purchased, in whole or in part, subject to the adoption of a specific resolution by the extraordinary general meeting of shareholders,
• complete any transaction admitted or that may be authorized by the regulations after the date of the present meeting, particularly if it is part of a market practice that may be accepted by the Autorité des Marchés Financiers.

When the shares are repurchased to favor the liquidity of the security, the number of shares taken into account for the calculation of the limit of 10% above corresponds to the number of purchased shares deduction made of the number of shares resold during the duration of the present authorization.

The number of shares which the company may hold, directly or indirectly, at whatever time, may not exceed 10% of the company's capital, this percentage applying to an adjusted capital according to transactions affecting it subsequent to the date of this meeting.

The maximum purchase price per share is set at forty euros.

The maximum amount allocated to the share buyback program is set at ten million euros.

The acquisition, disposal or transfer of shares may be carried out via all methods, in one or more times, on or off the market or via a private treaty, including by acquisition or disposal of blocks of securities. These transactions shall be carried out in compliance with the applicable laws and regulations at the date of the transaction concerned. These transactions may take place at any time, subject to the abstention or suspension periods stipulated in legal and regulatory provisions.

The meeting grants all powers to the Board of Directors, with sub-delegation of authority according to the legal and regulatory conditions, in order to carry out this share buyback program, conclude any agreements, submit any orders, carry out any appropriation or reappropriation of the shares acquired, pursuant to applicable legal and regulatory provisions, all required formalities and declarations and, generally, to accomplish whatever may be required.

This authorization is granted for a period of eighteen months as of the date of this meeting. For the unused portion, it terminates the authorization granted by the general meeting held June 4, 2020.

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