EXEL Industries // 2020 Universal registration document

Ordinary General Meeting of February 9, 2021 9 Report of the Board of Directors on the resolutions submitted to the Ordinary General Meeting of February 9, 2021

9.1 Report of the Board of Directors on the resolutions submitted to the Ordinary General Meeting of February Ƥ 9, 2021

Financial statements for the 2019/2020 fi scal year, appropriation of income The purpose of the fi rst and second resolutions is to submit for your approval the fi nancial statements of EXEL Industries for the year ended September 30, 2020. The consol idated f i nanc i al statements show a loss of €10,684 thousand.

The third resolution concerns the appropriation of income for the fi scal year ended on September 30, 2020. To consolidate the Group’s fi nancial position, it has been decided not to pay a dividend.

The parent company fi nancial statements show positive net income of €20,973,268. Shareholders’ equity (excluding net income for the fiscal year) amounted to €330 million and ensures the financial strength of EXEL Industries.

The amount of dividends paid over the previous three fi scal years is hereby noted:

Fiscal year

Dividends net per share

2016/2017

€1.58

2017/2018

€1.14

2018/2019

€0

Appointment of the Statutory Auditors

The fourth and fifth resolutions concern the appointment of the Statutory Auditors. As the terms of o ffi ce of Mazars and Deloitte et Associés expire at the end of the Annual General Meeting of February 9, 2021, a call for tenderswas organized by theAudit Committee, acting independently, in accordance with the provisions of Articles L.823-3 and L.823-19

of the French Commercial Code and Article 16 of EU Regulation No. 537/2014. The Audit Committee therefore decided to propose to the Board the renewal of the appointment of Mazars, initially appointed in 2015, and to appoint Grant Thornton. The Board has approved these proposals.

Share repurchase program

The purpose of the sixth resolution is to renew the authorization given to the Company to buy back its own shares under the conditions set by law. The maximum repurchase price has been set at €150 and the duration of the authorization is fourteen months. The share repurchase program may only be used for the objectives defined by law and determined in the resolution. In practice,

your Company may use it to buy back shares with a view to their cancellation, to carry out external growth transactions or to facilitate the market for the Company’s shares. In 2019/2020, EXEL Industries purchased 19,062 treasury shares under the liquidity agreement.

Remuneration of directors

The purpose of the seventh resolution is to con fi rm the total amount of remuneration allocated to directors at €120,000 until a new decision by the shareholders’ Annual General Meeting.

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