SII : Resolutions before annual shareholders meeting - AGM 2023

Resolutions before the annual shareholders' meeting of September 21, 2023

Agenda

• Approval of the annual financial statements for the fiscal year ended March 31, 2023, approval of non-deductible expenses;
• Approval of the consolidated financial statements for the fiscal year ended March 31, 2023;
• Appropriation of income and declaration of a dividend;
• Auditors' special report on regulated agreements - Absence of new agreements;
• Appointment of RSM Paris as statutory auditor;
• In accordance with the article L.22-10-26 II of the French Commercial Code, approval of the policy of compensation allocated to the chairman of the Management Board;
• In accordance with the article L.22-10-26 II of the French Commercial Code, approval of the policy of compensation allocated to the other members of the Management Board;
• In accordance with the article L.22-10-26 II of the French Commercial Code, approval of the policy of compensation allocated to the chairman of the Supervisory Board;
• In accordance with the article L.22-10-26 II of the French Commercial Code, approval of the policy of compensation allocated to the other members of the Supervisory Board;
• In accordance with the article L.22-10-34 I of the French Commercial Code, approval of the compensation elements paid or granted to all the officers of the company for the fiscal year ending on March 31, 2023;
• Approval of the compensation elements paid or granted to Management Board chairman Eric Matteucci for the fiscal year ended March 31, 2023;
• Approval of the compensation elements paid or granted to Management Board member Didier Bonnet, from September 8, 2022 for the fiscal year ended March 31, 2023;
• Approval of the compensation elements paid or granted to Management Board member François Goalabré for the fiscal year ended March 31, 2023;
• Approval of the compensation elements paid or granted to Management Board member Antoine Leclercq for the fiscal year ended
  March 31, 2023;
• Approval of the compensation elements paid or granted to Management Board member Charles Mauclair for the fiscal year ended March 31, 2023;
• Approval of the compensation elements paid or granted to Supervisory Board chairman Bernard Huvé for the fiscal year ended March 31, 2023;
• Authorisation to the Management Board to have the Company buy back its own shares, as provided for in article L.22-10-62 of the French Commercial Code (Code de commerce), validity of the authorisation, purpose, terms and conditions, ceiling;
• Power for formalities.

Draft resolutions

First resolution - Approval of the annual financial statements for the fiscal year ended March 31, 2023, approval of non-deductible expenses

The Shareholders, having heard the reports by the Management Board, the Supervisory Board and the auditors concerning the fiscal year ended March 31, 2023, approve the annual financial statements for that period, as submitted to them, showing net income of €29,220,781.

The Shareholders specifically approve the total expenses of €176,181 governed by article 39-4 of the French Tax Code (Code Général des Impôts), and the corresponding tax.

Second resolution - Approval the consolidated financial statements for the fiscal year ended March 31, 2023

The Shareholders, having heard the reports by the Management Board, the Supervisory Board and the auditors concerning the fiscal year ended March 31, 2023, approve these financial statements, as submitted to them, showing net income after minority interests of €80,458,938.

Third resolution - Appropriation of income and declaration of a dividend

Voting on a proposal by the Management Board, the shareholders' meeting resolves to appropriate income for the fiscal year ended March 31, 2023 as follows:

Source
Income for the 2022-2023 fiscal year	€29,220,781
Retained earnings	€597,064
Income available for distribution	€29,817,845
Appropriation
Dividends (*1)	€10,000,000
Other reserves (*2)	€19,500,000
Retained earnings	€317,845
(*1): The Shareholders note that the total gross dividend per share is €0.50.
It should be noted that dividends paid out to individuals who are French tax residents are subject to a flat-rate tax of 30 percent, unless those individuals
elect to include such dividends in income subject to progressive income tax, in which case all payments received qualify for the 40-percent allowance
provided by article 158 3(2) of the General Tax Code.
(*2): In order to bring the account "Others reserves" to €136,500,000.

The ex-dividend date will be September 27, 2023.

The dividend payment date will be September 29, 2023.

The Shareholders note that if the Company holds treasury shares on the ex-dividend date, the amounts corresponding to dividends not paid on those shares will be allocated to retained earnings.

As required by article 243 bis of the General Tax Code (CGI), the table below shows the dividends and other earnings distributed the previous three years, as well as, where applicable, their eligibility for the 40-percent allowance provided by article 158 3(2) of the General Tax Code, to which individuals residing in France are entitled.

For the fiscal year ended	Income eligible for the allowance provided by article	Income not eligible for the allowance provided by
	158 3(2) of the CGI	article 158 3(2) of the CGI
	Dividends	Other income distributed	Dividends	Other income distributed
3/31/2020	€2,000,000 (*)or€0.10	-		-
	per share
3/31/2021	€3,000,000 (*)or€0.15	-		-
	per share
3/31/2022	€8,000,000 (*)or€0.40	-		-
	per share
(*):including the unpaid dividends on treasury shares, allocated to retained earnings

Fourth resolution - Auditors' special report on regulated agreements - Absence of new agreements

The Shareholders, having heard the auditors' special report indicating the absence of agreements governed by article L.225-86 et seq. of the French Commercial Code, acknowledge this fact.

Fifth resolution - Appointment of RSM Paris as statutory auditor

Voting on a proposal by the Supervisory Board, the Shareholders appoint RSM Paris, to replace KPMG S.A., whose term expires at the end of this meeting, to serve as statutory auditor for a term of six years, either until the end of the annual Ordinary Shareholders' Meeting to be held in 2029 to approve the financial statements for the financial year ended March 31, 2029.

Sixth resolution - In accordance with the article L.22-10-26 II of the French Commercial Code, approval the policy of compensation allocated to the chairman of the Management Board

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with articles L.22-10-26 II of the French Commercial Code, approve the policy of compensation allocated to the chairman of the Management Board, as reported in subsection 2.3 of the Annual Financial Report 2022-2023.

Seventh resolution - In accordance with the article L.22-10-26 II of the French Commercial Code, approval the policy of compensation allocated to the other members of the Management Board

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with articles L.22-10-26 II of the French Commercial Code, approve the policy of compensation allocated to the other members of the Management Board, as reported in subsection 2.3 of the Annual Financial Report 2022-2023.

Eighth resolution - In accordance with the article L.22-10-26 II of the French Commercial Code, approval the policy of compensation allocated to the chairman of the Supervisory Board

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with articles L.22-10-26II of the French Commercial Code, approve the policy of compensation allocated to the chairman of the Supervisory Board, as reported in subsection 2.3 of the Annual Financial Report 2022-2023.

Ninth resolution - In accordance with the article L.22-10-26 II of the French Commercial Code, approval the policy of compensation allocated to the other members of the Supervisory Board

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with articles L.22-10-26 II of the French Commercial Code, approve the policy of compensation allocated to the other members of the Supervisory Board, as reported in subsection 2.3 of the Annual Financial Report 2022-2023.

Tenth resolution - In accordance with the article L.22-10-34 I of the French Commercial Code, approval of the compensation elements paid or granted to all the officers of the company for the fiscal year ending of March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 I of the French Commercial Code, approve the information mentioned in the article L.22-10-9 I of the French Commercial Code related to the compensation allocated or granted to the officers of the company for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.1 and 2.2.2 of the Annual Financial Report 2022-2023.

Eleventh resolution - Approval of the compensation elements paid or granted to Management Board chairman Eric Matteucci for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to Eric Matteucci, chairman of the Management Board, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.2 of the Annual Financial Report 2022-2023.

Twelfth resolution - Approval of the compensation elements paid or granted to Management Board member, from September 8, 2022, Didier Bonnet for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to Didier Bonnet, member of the Management Board from September 8, 2022, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.2 of the Annual Financial Report 2022-2023.

Thirteenth resolution - Approval of the compensation elements paid or granted to Management Board member François Goalabré for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to François Goalabré, member of the Management Board, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.2 of the Annual Financial Report 2022-2023.

Fourteenth resolution - Approval of the compensation elements paid or granted to Management Board member Antoine Leclercq for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to Antoine Leclercq, member of the Management Board, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.2 of the Annual Financial Report 2022-2023.

Fifteenth resolution - Approval of the compensation elements paid or granted to Management Board member Charles Mauclair for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to Charles Mauclair, member of the Management Board, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.2 of the Annual Financial Report 2022-2023.

Sixteenth resolution - Approval of the compensation elements paid or granted to Supervisory Board chairman Bernard Huvé for the fiscal year ended March 31, 2023

The Shareholders, having reviewed the Board's report on corporate governance and in accordance with article L.22-10-34 II of the French Commercial Code, approve the fixe, variable and special elements of the total compensation and benefits of all kinds allocated or granted to Bernard Huvé, chairman of the Supervisory Board, for the fiscal year ended on March 31, 2023, as reported in subsection 2.2.1 of the Annual Financial Report 2022-2023.

Seventeenth resolution - Authorisation to be given to the Management Board to have the Company buy back its own shares, as provided for in article L.22-10-62 of the French Commercial Code

The Shareholders, having heard the Management Board's report, authorize the Management Board, for a period of eighteen months, in accordance with article L.22-10-62 et seq. of the Commercial Code, to buy back Company shares, in one or more transactions and at such times as it sees fit, up to a limit of 10% of those outstanding, adjusted where applicable to reflect capital increases or reductions during the course of the buyback program.

This authorisation supersedes and replaces the authorization given to the Management Board by the annual shareholders' meeting of September 22, 2022 in its fifteenth resolution.

Shares may be bought back for the following purposes:

The authority hereby delegated is for a period of thirty-eight months from the date of this meeting.

Nineteenth resolution - Power for formalities

Full powers are hereby granted to the bearer of a copy or extract of these minutes for the purpose of all filing and registration procedures required by law.