EXEL Industries : Resolution General Meeting

AGENDA

EXEL INDUSTRIES - ANNUAL

COMBINED GENERAL MEETING OF

FEBRUARY 8, 2022

Ordinary resolutions

1- Approval of the parent company financial statements for the fiscal year ended September 30, 2021

2- Approval of the consolidated financial statements for the fiscal year ended September 30, 2021

3- ;Net income allocation, dividend approval and dividend payment

4- Renewal of the term of office of Jump'Time as a Director

5- Appointment of Sonia Trocmé-Le Page as a Director

6- Setting of the amount of directors' remuneration

7 to 10 - Vote on the remuneration policy for corporate officers (ex-ante say on pay)

Approval of the remuneration policy for corporate officers for the 2021-2022 fiscal year for the Chief Executive Officer (seventh resolution), the Deputy Chief Executive Officers (eighth resolution), the Chairman of the Board (ninth resolution), the directors (tenth resolution)

11 to 16 - Vote on the remuneration paid during or awarded for the past fiscal year (ex-post say on pay)

Approval of the report on the remuneration of corporate officers (eleventh resolution), approval of the components of the remuneration paid during the fiscal year or awarded for the fiscal year ended September 30, 2021 to Patrick Ballu (twelfth resolution), Yves Belegaud (thirteenth resolution), Marc Ballu (fourteenth resolution), Cyril Ballu (fifteenth resolution) and Daniel Tragus (sixteenth resolution)

17 Authorization granted to the Board of Directors to purchase Company shares

Extraordinary resolutions

18 By-laws modifications

19 Powers to carry out formalities

1

Resolutions pertaining to the Ordinary Meeting

First resolution

Approval of the parent company financial statements for the fiscal year ended September 30, 2021

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 2020/2021 fiscal year
• the Statutory Auditors' report on the parent company financial statements

approves the parent company financial statements for the fiscal year beginning on October 1, 2020 and ended on September 30, 2021 as presented to it by the Board of Directors, showing net income of €28,488,978, as well as the transactions reflected in those financial statements or summarized in those reports.

Second resolution

Approval of the consolidated financial statements for the fiscal year ended September 30, 2021

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 2020/2021 fiscal year
• the Statutory Auditors' report on the consolidated financial statements

approves the consolidated financial statements for the fiscal year beginning on October 1, 2020 and ended on September 30, 2021 as presented to it by the Board of Directors, showing consolidated net income of €43,485 thousand, as well as the transactions reflected in those financial statements or summarized in those reports.

Third resolution

Net income allocation, dividend approval and dividend payment

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings,

1. resolves
2. • to allocate the profit for the 2020/2021 fiscal year, which amounts to €28,488,978
   • plus retained earnings amounting to €325,519,450
   • forming a distributable profit of €354,008,428
   • as follows
   • to the shareholders, an amount of €10,860,640, in order to pay a dividend of €1.60 per share,
   • for the balance to retained earnings, the credit balance of which is thus increased from €325,519,450 to €343,147,788.
3. resolves that the ex-dividend date is set for February 11, 2022 and that the payment date is set for February 15, 2022
4. resolves that the dividend that cannot be paid to treasury shares will be allocated to the retained earnings account.

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

Fiscal year	Dividend per share
2017/2018	€1.14
2018/2019	€0
2019/2020	€0

For individuals domiciled for tax purposes in France, the dividend is subject either to a flat-rate tax on the gross dividend at the rate of 12.8% (Article 200 A of the French General Tax Code), or, optionally, to income tax according to the progressive scale after an allowance of 40% (Article 200 A, 2. and 158.3.2° of the French General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%.

2

Fourth resolution

Renewal of the term of office of Jump'Time as a Director

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, notes that the term of office as director of Jump'Time SAS expires at the end of this meeting and resolves to renew this term for a period of six (6) years expiring at the close of the Ordinary General Meeting called in 2028 to approve the financial statements for the fiscal year ended on September 30, 2027.

Fifth resolution

Appointment of Sonia Trocmé-Le Page as a Director

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, resolves to appoint Sonia Trocmé-Le Page as a Director for a period of six (6) years expiring at the close of the Ordinary General Meeting called in 2028 to approve the financial statements for the fiscal year ended on September 30, 2027.

Sixth resolution

Setting of the amount of directors' remuneration

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, sets the maximum total annual amount of remuneration awarded to Directors as of today at €148,000.

Seventh resolution

Approval of the remuneration policy for the Chief Executive Officer for the 2021/2022 fiscal year (ex-ante say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-8 of the French Commercial Code, the remuneration policy applicable to the Chief Executive Officer, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Eighth resolution

Approval of the remuneration policy for the Deputy Chief Executive Officers for the 2021/2022 fiscal year (ex- ante say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-8 of the French Commercial Code, the remuneration policy applicable to the Deputy Chief Executive Officers, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Ninth resolution

Approval of the remuneration policy for the Chairman of the Board of Directors for the 2021/2022 fiscal year (ex-ante say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance drawn up in accordance with Article L.225-37 of the French Commercial Code, approves, pursuant to Article L.22-10-8 of the French Commercial Code, the remuneration policy applicable to the Chairman of the Board of Directors, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

3

Tenth resolution

Approval of the remuneration policy for Directors for the 2021/2022 fiscal year (ex-ante say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code, approves, in accordance with Article L. 22-10-8 of the French Commercial Code, the remuneration policy applicable to Directors, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Eleventh resolution

Approval of the report on the remuneration of corporate officers (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the information mentioned in Article L. 22-10-9 of the French Commercial Code presented therein (section 2.5 of the 2020/2021 Universal Registration Document).

Twelfth resolution

Approval of the components of the remuneration paid during the fiscal year ended on September 30, 2021 to Patrick BALLU in his capacity as Chairman of the Board (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2021 to Patrick Ballu, in his capacity as Chairman of the Board of Directors, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Thirteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended on September 30, 2021 to Yves BELEGAUD in his capacity as Chief Executive Officer (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2021 to Yves Belegaud, in his capacity as Chief Executive Officer, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Fourteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended September 30, 2021 to Marc BALLU, in his capacity as Deputy Chief Executive Officer (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2021 to Marc Ballu in his capacity as Deputy Chief Executive Officer, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Fifteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended September 30, 2021 to Cyril BALLU in his capacity as Deputy Chief Executive Officer (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the fixed, variable and exceptional items comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2021 to Cyril Ballu in his capacity as Deputy Chief Executive Officer, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

4

Sixteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended September 30, 2021 to Daniel TRAGUS in his capacity as Deputy Chief Executive Officer (ex-post say on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves, pursuant to Article L. 22-10-34 of the French Commercial Code, the fixed, variable and exceptional items making up the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2021 to Daniel Tragus in his capacity as Deputy Chief Executive Officer, as presented in this report (section 2.5 of the 2020/2021 Universal Registration Document).

Seventeenth resolution

Authorization granted to the Board of Directors to purchase Company 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 et seq., L.225-210 et seq. of the French Commercial Code, Regulation (EU) 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016 on the conditions applicable to repurchase programs and stabilization measures, the AMF General Regulation, Articles 241-1 et seq., and any other provisions that may become applicable

1. authorizes the Board of Directors, with the option of subdelegation under the conditions set by law, to have the Company buy back its own shares within limits such as:
2. • − the number of shares that the Company purchases during the period of the repurchase program does not exceed 10% of the shares comprising the Company's share capital, at any time, this percentage being applied to a share capital adjusted according to transactions affecting it subsequent to this Meeting (i.e., for information purposes, 678,790 shares on the basis of the share capital as of September 30, 2021), it being specified that, in accordance with the law, (i) when the shares are bought back to promote liquidity under the conditions defined by the General Regulation of the Autorité des Marchés Financiers, the number of shares taken into account for the calculation of this limit of 10% corresponds to the number of shares purchased less the number of shares resold during the duration of the authorization and (ii) when the shares are purchased by the Company with a view to their holding and subsequent delivery in payment or in exchange as part of an external growth transaction, the number of shares purchased may not exceed 5% of its share capital;
   • − the number of shares that the Company may hold at any time does not exceed 10% of the Company's share capital on the date in question;
3. resolves that the shares of the Company, within the limits set above, may be repurchased with a view to allocating them to one of the following purposes:
4. • the promotion of the secondary market 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 French Financial Markets Authority (AMF);
   • the holding of shares pending delivery of shares (in exchange, payment or otherwise) in the context of acquisitions, mergers, spin-offs 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 et seq. of the French Commercial Code or the allocation of free shares pursuant to the provisions of Articles L. 22-10-59 et seq. of the French Commercial Code;

The program is also intended to enable the Company to operate for any other purpose authorized or authorized by the law or regulations in force or by any market practice that may come to be accepted by the AMF, in which case the Company would inform its shareholders by means of a press release;

3. resolves that the purchase, sale or transfer of shares may, subject to applicable legal and regulatory restrictions, be

5