EXEL Industries // 2020 Universal registration document

Information on the Company and its share capital 8 Capital and shareholders

Description of the share repurchase program submitted for approval by the Annual General Meeting of February 9, 2021

The Annual General Meeting of February 9, 2021 is requested in resolution 6 to approve the implementation of a newshare repurchase program in accordance with the provisions of Articles L.22-10-62 (formerly Article L.225-209) et seq . of the French Commercial Code, Title IVof Book II of theAMF General Regulation, European Regulation No. 596/2014 of the European Parliament and Commission Delegated Regulation 2016/1052 of March 8, 2016 on the conditions applicable to repurchase programs and stabilization measures. Under the program, shares may be repurchased with a view to using them for one of the following purposes:  the promotion of the secondarymarket or the liquidity of the share by an Investment Services Provider under a liquidity contract entered into in accordance with market practice accepted by the Autorité des Marchés Financiers (AMF);  holding shares pending delivery of shares (in exchange, payment or otherwise) in the context of acquisitions, mergers, spin-o ff s or contributions;  the cancellation of all or part of the shares thus bought back, pursuant to the authorization of the Annual General Meeting;  delivery on the occasion of the exercise of rights attached to securities giving immediate or future access to the Company’s share capital;

 the allocation or sale of shares in respect of the participation in the fruits of the expansion of the Company and the implementation of any Company Savings Plan implemented within the Group under the conditions and in accordance with the terms and conditions provided for by law, in particular Articles L.3332-1 et seq . of the French Labor Code;  the implementation of any stock option plan in accordance with the provisions of Articles L.22-10-56 (formerly Article L.225-177) et seq . of the French Commercial Code or the allocation of free shares pursuant to the provisions of Articles L.22-10-59 (formerly Article L225-197-1) et seq . of the French Commercial Code The authorization granted to the Board of Directors relates to a number of shares that may not exceed 10% of the total number of shares comprising the share capital at the date of the repurchase, i.e . 678,790 shares, at a maximum price of €150 (excluding trading costs), which represents a maximum theoretical amount of €101,818,500. As of September 30, 2020, the number of treasury shares held by EXEL Industries was 2,690. On that basis, the Companywould be able to buy back 676,100 shares given the number of treasury shares held. The repurchase authorizationwould be valid for a period of 14 months from the Annual General Meeting of February 9, 2021.

8.2.6 Summary table of authorizations/delegations granted by the General Meeting to the Board of Directors

The table below summarizes the delegations/authorizations granted by the shareholders’ Annual General Meeting to the Board of Directors bearing on the share capital and valid as of the date of fi ling of this Universal Registration Document.

Duration and expiry

Nominal and maximum amount

Amount used at 09/30/2020

Type of delegation/authorization

Date of AGM

10% of the share capital, maximum price of €220 per share

Authorization granted to the Board of Directors to trade in the Company’s shares

AGM of March 12, 2020, resolution 13

18 months, until September 12, 2021

not used

8.2.7 Additional information regarding the share capital

Share capital (Article 6 of the Articles of Association) “The share capi tal amounts to €16,969,750 divided into 6,787,900 shares all with a par value of €2.5. The shares are all fully subscribed, paid up and allocated among the shareholders in proportion to their rights.”

Other information on the capital

Identi fi able bearer shares ( Titres au porteur identi fi able ) The Company is entitled, under the legal and regulatory conditions in force (L.228-2 of the French Commercial Code) to request at any time, in return for remuneration, information concerning the owners of its shares and securities immediately conferring or ultimately the right to vote at its General Meetings.

Changes in capital stock during the last fi ve years

There have been no increases in share capital in the last fi ve years and the amount of share capital thus remains unchanged at €16,969,750.

EXEL Industries group I 2020 Universal Registration Document

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