EXEL Industries // 2020 Universal registration document

Ordinary General Meeting of February 9, 2021 9

Text of the resolutions submitted to the Ordinary General Meeting of February 9, 2021

The following resolutions are put to the vote of the Ordinary General Meeting:

Pursuant to Article 243 bis of the French General Tax Code, we hereby provide the amount of dividends paid over the previous three fi scal years:

First resolution Approval of the parent company financial statements for the fiscal year ended September 30, 2020 The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having heard:  the management report of the Board of Directors for the 2019/2020 fi scal year;  the Statutory Auditors’ report on the parent company fi nancial statements; approves the annual fi nancial statements for the fi scal year beginning on October 1, 2019 and ended on September 30, 2020 as presented to it by the Board of Directors, showing net income of €20,973,268, as well as the transactions re fl ected in those fi nancial statements or summarized in those reports. Second resolution Approval of the consolidated financial statements for the fiscal year ended September 30, 2020 The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having heard:  the management report of the Board of Directors for the 2019/2020 fi scal year;  StatutoryAuditors’ report on the consolidated fi nancial statements; approves the consolidated fi nancial statements for the fi scal year beginning on October 1, 2019 and ended on September 30, 2020 as presented to it by the Board of Directors, showing consolidated net income of -€10,684 thousand, as well as the transactions re fl ected in those fi nancial statements or summarized in those reports. Third resolution Appropriation of net income for the fiscal year ended September 30, 2020 The Annual General Meeting, voting under the conditions of quorum and majority required for Ordinary General Meetings, resolves  to allocate the pro fi t for the 2019/2020 fi scal year, which amounts to €20,973,268;  plus retained earnings amounting to €304,546,181;  forming a distributable pro fi t of €325,519,449; as follows:  in full to retained earnings, the credit balance of which is thus increased from €304,546,181 to €325,519,449.

Fiscal year

Net dividend per share

2016/2017

€1.58

2017/2018

€1.14

2018/2019

€0

Fourth resolution Renewal of the appointment of Mazars as Statutory Auditors The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, notes that the term as Statutory Auditor of Mazars, Tour Exaltis, 61, rue Henri Regnault, 92400 Courbevoie, expires at the end of this Meeting and resolves to renew that term for a period of six fi scal years expiring at the close of the Ordinary General Meeting called in 2027 to approve the fi nancial statements for the fi scal year ending September 30, 2026. Fifth resolution Appointment of Grant Thornton as Statutory Auditors The Annual General Meeting, ruling under the conditions of quorum and majority for Ordinary General Meetings, notes that the term of o ffi ce of Deloitte as Statutory Auditor expires at the end of this Meeting and resolves to appoint Grant Thornton, 29 rue du Pont, 92200 Neuilly-sur-Seine, for a period of six fi scal years expiring at the close of the Ordinary General Meeting called in 2027 to approve the fi nancial statements for the fi scal year ending September 30, 2026. The Annual General Meeting, in accordance with the provisions of paragraph 4 of Article L.823-1 of the French Commercial Code, acknowledges that Grant Thornton has veri fi ed, over the last two fi scal years, contribution transactions of the Company or companies that it controls within the meaning of paragraphs I and II of Article L.233-16 of the French Commercial Code. Sixth resolution Authorization granted to the Board of Directors to trade in the Company’s shares The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings,  taking note of the Board of Directors’ report;  in accordance with the provisions of Articles L.22-10-62 (formerly Article L.225-209) et seq . of the French Commercial Code, Regulation (EU) 596/2014 of the European Parliament and of the

EXEL Industries group I 2020 Universal Registration Document

128