Guillemot : CGM of 23/05/2019 – Meeting notice published in BALO on 17/04/2019

Translation for convenience only. The French version of this document prevails.

GUILLEMOT CORPORATION

Joint stock company with capital of €11,771,359.60

Registered office: Place du Granier, BP 97143, 35571 Chantepie Cedex

414 196 758 R.C.S. RENNES

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MEETING NOTICE

The shareholders are hereby informed that a combined general meeting (ordinary and extraordinary) will take place on Thursday, May 23, 2019, 10:00 AM at the company's registered office, Immeuble Nouvelles Structures, Place du Granier, Chantepie (35135), in order to deliberate upon the following agenda items:

Within the remit of the ordinary general meeting:

-Board of Directors' reports,

-Independent Auditors' reports,

-Approval of December 31, 2018 year-end financial statements,

-December 31, 2018 year-end net income appropriation,

-Approval of December 31, 2018 year-end consolidated financial statements,

-Approval of agreements stipulated in Article L.225-38 of the Commercial Code,

-Approval of the principles and criteria for the determination, sharing out and allocation of compensation elements for the president and managing director and the deputy managing directors,

-Approval of the compensation elements of Mr. Claude Guillemot, president and managing director,

-Approval of the compensation elements of Mr. Michel Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Yves Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Gérard Guillemot, deputy managing director,

-Approval of the compensation elements of Mr. Christian Guillemot, deputy managing director,

-Authorization to be given to the Board of Directors to carry out transactions on company shares,

-Fulfillment of the legal formalities consecutive to the ordinary general meeting.

Within the remit of the extraordinary general meeting:

-Board of Directors' report,

-Independent Auditors' reports,

-Authorization to be given to the Board of Directors to proceed with capital reduction via cancellation of company shares,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with preservation of preferred subscription rights,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of a public offer or offers,

-Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of an offer or offers stipulated in part II of Article L.411-2 of the Monetary and Financial Code,

-Authorization to be given to the Board of Directors to set, within the limit of 10% of the company's capital per year, the issue price of equity securities to be issued by way of a public offer or offers or by way of an offer or offers stipulated in part II of Article L.411-2 of the Monetary and Financial Code,

-Authorization to be given to the Board of Directors to increase the amount of the issues which may be decided upon pursuant to the fourteenth, fifteenth and/or sixteenth resolutions, in the event of excess demand,

-Delegation of powers to be given to the Board of Directors to proceed with capital increases, in order to remunerate contributions in kind granted to the company and composed of equity securities or marketable securities giving access to capital,

-Delegation of authority to be given to the Board of Directors to proceed with capital increases reserved for members of a corporate or group savings plan,

-Authorization to be given to the Board of Directors to proceed with the bonus issue of company shares to salaried employees and/or executive directors of the company and/or of related companies,

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Translation for convenience only. The French version of this document prevails.

-Authorization to be given to the Board of Directors to grant stock options to salaried employees and/or executive directors of the company and/or of related companies,

-Setting the overall ceiling for capital increases,

-Fulfillment of the legal formalities consecutive to the extraordinary general meeting.

Draft text of resolutions

Within the remit of the ordinary general meeting:

FIRST RESOLUTION

(Approval of December 31, 2018 year-end financial statements)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' management report and of the Independent Auditors' report on the annual accounts, approves the December 31, 2018 year-end financial statements, as presented, as well as the transactions figuring in these statements or summarized in these reports.

SECOND RESOLUTION

(December 31, 2018 year-end net income appropriation)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, decides to appropriate the December 31, 2018 year-end profit amounting to €5,841,595.85 as follows:

-allocation to the legal reserve: €292,079.79,

-allocation to the other reserves: €3,562,143.66,

-distribution of dividends: €1,987,372.40.

The dividend is set at €0.13 per share entitled to this dividend. It will be paid on July 10, 2019.

The general meeting decides that the amount of the dividend corresponding to the shares held by the company on the ex-dividend date will be allocated to the "retained earnings" account.

The general meeting acknowledges that for shareholders who are natural persons domiciled in France for tax purposes, the dividends received are subject, pursuant to Article 200 A, 1 A 1° of the General Tax Code, to a single flat-rate levy of 12.8%, or, on the overall option of the shareholder, this income can be taxed at the progressive income tax scale. In the latter case, the dividends are eligible for the 40% tax allowance mentioned in Articles 158 3 2° of the General Tax Code. In both cases, when the dividends are paid, they are subject to a non-definitive withholding tax deduction of 12.8%, as an advance payment of income tax, deductible from the tax definitively due.

However, in accordance with the third paragraph of Article 117 quater of the General Tax Code, natural persons belonging to a tax household whose reference tax income is less than €50,000 euros for single, divorced or widowed taxpayers or €75,000 for taxpayers subject to a common taxation, may ask to be exempted from this withholding tax of 12.8% under the conditions provided for in Article 242 quater of the General Tax Code.

In addition, for shareholders who are natural persons domiciled in France for tax purposes, social contributions are applied in all cases, on the amounts of dividends paid, up to 17.2%.

The meeting takes cognizance of the fact that no dividends have been distributed over the course of the past three fiscal years.

THIRD RESOLUTION

(Approval of December 31, 2018 year-end consolidated financial statements)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' report on the Group's management included in the Board of Directors' management report and of the Independent Auditors' report on the consolidated accounts, approves the December 31, 2018 year-end consolidated financial statements, as presented, as well as the transactions figuring in these statements or summarized in these reports.

FOURTH RESOLUTION

(Approval of agreements stipulated in Article L.225-38 of the Commercial Code)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Independent Auditors' special report on the agreements stipulated in Article L.225-38 of the Commercial Code, approves the agreements referred to therein and the conclusions of said report.

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Translation for convenience only. The French version of this document prevails.

FIFTH RESOLUTION

(Approval of the principles and criteria for the determination, sharing out and allocation of compensation elements for the president and managing director and the deputy managing directors)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the paragraph 21.3.2 of the corporate governance report attached to the management report, approves, in accordance with the provisions of Article L.225-37-2 of the Commercial Code, the principles and criteria for the determination, sharing out and allocation of fixed, variable and exceptional items composing the total remuneration and the benefits in kind attributable, because of their mandate, to the president and managing director and the deputy managing directors, as detailed in said paragraph 21.3.2 of the corporate governance report.

SIXTH RESOLUTION

(Approval of the compensation elements of Mr. Claude Guillemot, president and managing director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.225-100 II of the Commercial Code, the compensation elements paid or awarded to Mr. Claude Guillemot because of his term of office as president and managing director, for the financial year ended December 31, 2018, as set out in paragraph 21.3.3 of the corporate governance report attached to the management report.

SEVENTH RESOLUTION

(Approval of the compensation elements of Mr. Michel Guillemot, deputy managing director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.225-100 II of the Commercial Code, the compensation elements paid or awarded to Mr. Michel Guillemot because of his term of office as deputy managing director, for the financial year ended December 31, 2018, as set out in paragraph 21.3.3 of the corporate governance report attached to the management report.

EIGHTH RESOLUTION

(Approval of the compensation elements of Mr. Yves Guillemot, deputy managing director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.225-100 II of the Commercial Code, the compensation elements paid or awarded to Mr. Yves Guillemot because of his term of office as deputy managing director, for the financial year ended December 31, 2018, as set out in paragraph 21.3.3 of the corporate governance report attached to the management report.

NINTH RESOLUTION

(Approval of the compensation elements of Mr. Gérard Guillemot, deputy managing director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.225-100 II of the Commercial Code, the compensation elements paid or awarded to Mr. Gérard Guillemot because of his term of office as deputy managing director, for the financial year ended December 31, 2018, as set out in paragraph 21.3.3 of the corporate governance report attached to the management report.

TENTH RESOLUTION

(Approval of the compensation elements of Mr. Christian Guillemot, deputy managing director)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, approves, in accordance with the provisions of Article L.225-100 II of the Commercial Code, the compensation elements paid or awarded to Mr. Christian Guillemot because of his term of office as deputy managing director, for the financial year ended December 31, 2018, as set out in paragraph 21.3.3 of the corporate governance report attached to the management report.

ELEVENTH RESOLUTION

(Authorization to be given to the Board of Directors to carry out transactions on company shares)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, having been made aware of the Board of Directors' report, authorizes the Board of Directors pursuant to the provisions of Articles L.225-209 and following of the Commercial Code, of the regulation No 596/2014 of the European Parliament and of the Council, of the Autorité des Marchés Financiers' general regulation and of the market practices sanctioned by the Autorité des Marchés Financiers, to proceed with the purchase of its own shares, up to a maximum of 10% of the total number of shares of which the company's capital is composed, this percentage applying to an adjusted capital according to transactions affecting it subsequently to the date of this meeting, with a view to:

-stimulation of the market or the liquidity of the security, via the intermediary of an investment services provider acting with full independence, within the context of a liquidity contract pursuant to the decision of the Autorité des Marchés Financiers establishing liquidity contracts as an accepted market practice,

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Translation for convenience only. The French version of this document prevails.

-the conservation and subsequent remittance of securities, in payment or in exchange, within the context of possible external growth operations, with the stipulation that the number of securities acquired to this effect may not exceed 5% of the securities of which the company's capital is composed,

-the coverage of marketable securities representative of debt securities granting the right to the allocation of company shares through conversion, exercise, reimbursement or exchange,

-the coverage of stock option plans and/or any other form of share allocation to employees and/or executive directors of the company and/or its group,

-the cancellation of the shares thus purchased, subject to the adoption of a specific resolution by the extraordinary general meeting of shareholders,

-the completion of any transaction admitted or that may be authorized by the regulations after the date of the present meeting, particularly if it is part of a market practice that may be accepted by the Autorité des Marchés Financiers.

When the shares are repurchased to favor the liquidity of the security, the number of shares taken into account for the calculation of the limit of 10% above corresponds to the number of purchased shares deduction made of the number of shares resold during the duration of the present authorization.

The number of shares which the company may hold, directly or indirectly, at whatever time, may not exceed 10% of the company's capital, this percentage applying to an adjusted capital according to transactions affecting it subsequent to the date of this meeting.

The maximum purchase price per share is set at ten euros.

The maximum amount allocated to the share buyback program is set at ten million euros.

The acquisition, disposal or transfer of shares may be carried out via all methods, in one or more times, on the market or via a private treaty, including by acquisition or disposal of blocks of securities. These transactions shall be carried out in compliance with the applicable laws and regulations at the date of the transaction concerned. These transactions may take place at any time, including during a public offering period targeting the company, subject to the abstention or suspension periods stipulated in legal and regulatory provisions.

The meeting grants all powers to the Board of Directors, with sub-delegation of authority according to the legal and regulatory conditions, in order to carry out this share buyback program, conclude any agreements, submit any orders, carry out any appropriation or reappropriation of the shares acquired, pursuant to applicable legal and regulatory provisions, all required formalities and declarations and, generally, to accomplish whatever may be required.

This authorization is granted for a period of eighteen months as of the date of this meeting. For the unused portion, it terminates the authorization granted by the general meeting held May 24, 2018.

TWELFTH RESOLUTION

(Fulfillment of the legal formalities consecutive to ordinary general meeting)

The general meeting, ruling in accordance with the conditions of quorum and majority required for ordinary general meetings, grants all powers to the bearer of an original, copy or extract of this meeting's minutes to fulfill all legal formalities.

Within the remit of the extraordinary general meeting:

THIRTEENTH RESOLUTION

(Authorization to be given to the Board of Directors to proceed with capital reduction via cancellation of company shares)

The general meeting, ruling in accordance with the conditions of quorum and majority required for extraordinary general meetings, having been made aware of the Board of Directors' report and the Independent Auditors' report, and ruling in accordance with Article L.225-209 of the Commercial Code, authorizes the Board of Directors to proceed, at its sole discretion, in one or more times, at any time including during a public offering period targeting the company, with the cancellation of all or part of the treasury stock shares held by the company or which may be held following the buybacks carried out within the context of the share buyback programs authorized by the eleventh resolution submitted to this meeting or authorized before the date of this meeting, within the limit of 10% of the number of shares of which the company's capital is composed, by periods of twenty-four months, this percentage applying to an adjusted capital according to transactions affecting it subsequently to the date of this meeting.

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Translation for convenience only. The French version of this document prevails.

The general meeting confers all powers upon the Board of Directors to proceed with a capital reduction via the cancellation of shares, to set the terms, allocate the difference between the book value of canceled shares and their nominal value on all available reserve and premium accounts, certify the execution, proceed with corresponding modifications to bylaws and all required formalities.

This authorization is granted for a period of eighteen months as of the date of this meeting. It terminates the authorization granted by the general meeting held May 24, 2018.

FOURTEENTH RESOLUTION

(Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with preservation of preferred subscription rights)

The general meeting, ruling in accordance with the conditions of quorum and majority required for extraordinary general meetings, having been made aware of the Board of Directors' report and the Independent Auditors' special report, pursuant to the terms of Articles L.225-129 and following of the Commercial Code, in particular Articles L.225-129-2 and L.225-132, as well as Articles L.228-91 and following of said Code:

1)Grants the Board of Directors its authority to decide, should it be deemed appropriate, the issue, in one or more times, in the proportions and at the times of its choosing, with preservation of shareholders' preferred subscription rights, of:

- ordinary company shares, and/or

- equity securities giving access, immediately and/or in the future, to other company equity securities or granting the right to the allocation of debt securities, and/or

- marketable securities giving access to company equity securities to issue,

being specified that these shares, equity securities and marketable securities may be issued on a payment basis or as a bonus issue, in France or abroad, in euros, in any foreign currency or in any monetary unit established in reference to more than one currency;

2)Decides to set at eight (8) million euros the overall ceiling for capital increases which may be carried out by virtue of this delegation; with the stipulation that this ceiling is common to all capital increases which may be carried out by virtue of the fifteenth and sixteenth resolutions of this general meeting, and that this is set not taking into account the nominal value of ordinary company shares to possibly be issued in order to protect the holders of rights attached to securities and marketable securities granting access to the company's capital;

3)Decides to set at fifteen (15) million euros the maximum total nominal amount of debt securities giving access to company equity securities which may be issued by virtue of this delegation, or at the equivalent value of this amount in the event of an issue in foreign currency or at a unit-linked rate established in reference to more than one currency; with the stipulation that this amount is common to the debt securities giving access to company equity securities which may be issued by virtue of the fifteenth and sixteenth resolutions of this general meeting;

4)Decides that as shareholders have, in proportion to the amount of their shares, a preferred right to apply for exact rights to the securities and marketable securities to be issued by virtue of this delegation, the Board of Directors shall also have the ability to apply the right to apply for excess shares in proportion to the rights of shareholders and according to their requests. If applications for exact rights and, if need be, for excess shares have not absorbed a capital increase in full, the Board of Directors may use one or more of the following authorizations, according to the conditions prescribed by law and in the order determined by the Board of Directors:

- limit the amount of the capital increase to the amount of subscriptions, so long as the latter reach at least three- quarters of the capital increase decided upon;

- freely allocate, totally or partially, the shares, equity securities and/or marketable securities not subscribed to;

- offer to the public, totally or partially, the shares, equity securities and/or marketable securities not subscribed to.

5)Notes that this delegation includes, to the benefit of holders of securities and marketable securities granting access to the company's capital which may be issued, the renunciation of shareholders of their preferred subscription right to the equity securities to which these securities and marketable securities will give the right;

6)Decides that the Board of Directors shall have the right, should it be deemed appropriate, to make use of this delegation during a public offering period targeting the company;

7)Decides that the Board of Directors shall have all powers, with sub-delegation of authority according to the legal and regulatory conditions, to implement this delegation, particularly with regard to: setting the terms of each issue; determining the dates and terms of the issues, as well as the form and characteristics of the shares,

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