NEOEN : By-laws

[Translation from English into French for information purposes only]

NEOEN

a limited company (société anonyme) with share capital of € 171,101,424 Registered office: 6 rue Ménars 75002

508 320 017 R.C.S. Trade and Companies Register Paris

(the "Company")

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BY-LAWS

Updated by the decisions of the

Chairman and CEO of

December 31, 2020

Certified Copy

TITLE I

CORPORATE FORM, COMPANY NAME, CORPORATE PURPOSE, REGISTERED

OFFICE, AND DURATION OF THE COMPANY

Article 1 - CORPORATE FORM

The owners of the shares created below and of those that may be created at a later date hereby form a limited company (société anonyme) with a board of directors, governed by these by-laws and by applicable laws and regulations.

Article 2 - CORPORATE PURPOSE

The Company's corporate purpose includes the following activities, both in France and abroad:

• all activities relating to energy and the environment, and in particular to the electricity, natural gas, and water sectors, [including,] in particular, the production of electricity or other sources of energy, and the sale, distribution, marketing, and storage of all energy products and raw materials;
• all arbitrage, development and marketing services relating to derivative products and aggregate hedging products, and management of the balancing of such products; all management and advisory services relating to the energy or commodities sector;
• the acquisition, disposal, use, and licensing of any intellectual or industrial property rights related directly or indirectly to the corporate purpose;
• and, more generally, all industrial, commercial, financial, movable property or real estate transactions directly or indirectly related to the corporate purpose or intended to promote its expansion or development, including, but not limited to, the acquisition, holding, obtaining or use, in any form whatsoever, of licenses, patents, trademarks, and technical information.

The Company may act, both in France and abroad, on its own behalf or on behalf of third parties, and either alone or in partnerships, associations, economic interest groups or companies with any other companies or persons, and may carry out, directly or indirectly, in any form whatsoever, transactions that fall within its corporate purpose.

It may also acquire, in any form, any interests and investments in any companies or enterprises, whether French or foreign, whatever their purpose.

Article 3 - COMPANY NAME

The name of the Company is "NEOEN."

All deeds and documents issued by the Company and intended for third parties must indicate the Company's name, immediately and legibly preceded or followed by the words "société anonyme" or the initials "SA" and the amount of the Company's share capital.

Article 4 - REGISTERED OFFICE

The registered office is located at 6 rue Ménars, 75002 Paris.

It may be transfered to any other location anywhere on French territory by decision of the Board of Directors, subject to ratification of the decision by the next General Shareholders' Meeting. In the event

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that it decides to transfer the registered office in accordance with law, the Board of Directors is authorized to modify the by-laws accordingly.

Article 5 - DURATION

The Company's duration is 99 years as from its registration with the trade and companies register, unless it is wound up early or extended as provided for by law.

TITLE II

SHARE CAPITAL AND SHARES

Article 6 - SHARE CAPITAL

The share capital is one hundred seventy-one million one hundred and one thousand four hundred twenty-four euros (€171,101,424).

It is divided into eighty-five million five hundred and fifty thousand seven hundred and twelve (85,550,712) shares with a par value of two (2) euros per share, all of the same class and fully paid up.

Article 7 - MODIFICATION OF SHARE CAPITAL

The share capital may be increased, decreased, or amortized pursuant to the terms and conditions provided for by laws and regulations and by these by-laws.

Article 8 - PAYMENT FOR SHARES

Shares subscribed for in cash must be paid up at the time of subscription, as decided by the extraordinary general shareholders' meeting or by the Board of Directors acting upon the delegation of the extraordinary general shareholders' meeting, for at least one-fourth of their par value, and, in the event of an issuance premium, for the total amount thereof. Payment of the remainder must occur in one or more installments, as decided by the Board of Directors, within five years following the date on which the capital increase becomes final. Amounts for shares to be subscribed are payable either at the registered office or at any other location indicated for that purpose.

The shareholders must be notified of any call for funds fifteen days prior to the date set for payment, by notice published in a journal of legal announcements in the jurisdiction where the registered office is located or by individual registered letter with return receipt requested.

If a shareholder fails to pay at the times set by the Board of Directors, the amounts payable on the shares subscribed for by such shareholder will automatically bear interest payable to the Company at the legal interest rate plus two points as from the end of the month following the payment date, without any need to commence proceedings in court, and without prejudice to any personal cause of action that the Company may bring against the defaulting shareholder and to any enforcement measures provided for by law.

Article 9 - FORM OF SHARES

Fully paid-up ordinary shares may be held in registered or bearer form, at the shareholder's option.

Ordinary shares and any other securities issued by the Company shall be recorded in their owners' accounts in accordance with applicable laws and regulations.

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As permitted by applicable laws and regulations, the Company or its representative has the right at any time, in return for payment of a fee, to ask either (i) the central depository that manages its share register or (ii) one or more intermediaries, as defined in Article L. 211-3 of the French Monetary and Financial Code, directly, to provide it with the information referred to in Article R. 228-3 of the French Commercial Code with respect to the ownership of its shares and other securities granting immediate or future access to voting rights at its own shareholders' meetings. Where a depository identifies, in the list that it is required to prepare in response to the above-mentioned request, an intermediary of the type referred to in Article L. 228-1, paragraph 7, of the French Commercial Code registered on behalf of one or more third-party owners, it must transmit the request to that intermediary, unless the Company or its representative instructs it to the contrary at the time of its request. The registered intermediary is required to transmit the requested information to the custodian, who must in turn provide it to the Company or its representative, or else to the central depository, as the case may be.

Where a person who has been asked for information has not provided that information within the periods provided for by applicable laws and regulations, or has provided incomplete or erroneous information, then the shares or securities granting immediate or future access to the share capital and for which such person has been recorded in the shareholder account shall be deprived of voting rights for any general shareholders' meeting taking place until the date on which such identification has been provided, and payment of the corresponding dividend shall be postponed until such date.

Article 10 - REPORTS ON CROSSING OF THRESHOLDS

In addition to the thresholds provided for by applicable laws and regulations, any natural person or legal entity, acting alone or in concert, who comes to hold or ceases to hold, directly or indirectly, a fraction equal to or greater than one percent (1%) of the Company's share capital or voting rights or any multiple of such percentage, including beyond the reporting thresholds provided for by laws and regulations and up to 50% of the share capital or voting rights, must inform the Company of the total number of shares and voting rights that it possesses as well as of securities giving access to the share capital and voting rights that are potentially attached thereto, by registered letter with return receipt requested sent to the Company's senior management at the registered office no later than the close of the fourth trading day following the day on which the threshold is crossed.

The thresholds referred to above shall be determined also taking into account indirectly held shares or voting rights and shares or voting rights having the same rights as the shares or voting rights held, as defined in Articles L.233-7et seq. of the French Commercial Code.

In the event of non-compliance with the above provisions, the sanctions provided for by law for the failure to comply with the obligation to report the crossing of legal thresholds shall apply to the thresholds set forth in the by-laws only upon the request (recorded in the minutes of the general shareholders' meeting) of one or more shareholders holding at least five percent (5%) of the Company's share capital or voting rights.

The Company reserves the right to inform the public and the shareholders either of the information that shall have been provided to it or of the non-compliance by any person with the obligation set forth above.

Article 11 - RIGHTS AND OBLIGATIONS ATTACHED TO THE SHARES

Each share gives its holder the right to a percentage, proportionate to the number of shares issued, of the Company's assets, of the distribution of profits, and of the liquidating distribution.

Each share gives its holder the right to participate in and vote at general shareholders' meetings, in accordance with the conditions set forth by law and in these by-laws. Each ordinary share gives its holder

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