Shareholders’ Meeting

Please refer to the french version.

A – Procedures for participating in the General Meeting

In accordance with the provisions of the French Commercial Code, shareholders are informed that participation in the meeting is subject to the registration of the shares in the name of the shareholder or the intermediary registered on his behalf, by midnight, Paris time, on the second business day preceding the meeting:

• either in the registered share accounts held by the Company,
• or in the bearer securities accounts held by the authorized intermediary.

In accordance with Article R.225-85 of the French Commercial Code, the registration date is set at midnight, Paris time, on June 23, 2020.

This registration must be evidenced by a shareholding certificate issued by the authorized intermediary and attached to the distance voting or proxy form.

B – Voting procedures at the General Meeting

In accordance with order no. 2020-321 of March 25, 2020, issued as part of the authorization granted by the emergency law to deal with the covid-19 epidemic no. 2020-290 of March 23, 2020, taking into account the administrative measures prohibiting collective gatherings for health reasons, the combined general meeting of the company on June 25, 2020, as decided by the Board of Directors, will be held without the physical presence of the shareholders and other persons entitled to attend.

Consequently, no one will be able to physically attend the meeting.

1. To participate in the General Meeting, shareholders may choose one of the following three options:

• Give a proxy to the Chairman of the Meeting: The Chairman will vote on your behalf in favor of every Resolution presented or approved by the Board of Directors, and will vote against all other Resolutions;
• Give a proxy to the person of their choice under the conditions of Article L. 225-106 of the French Commercial Code (proxy to a third party), it being specified that, in this case, the proxy holder must vote by mail by virtue of this power;
• Vote by postal ballot.

Shareholders wishing to give a proxy or vote by mail should:

(a) for registered shareholders, return the single postal voting form or proxy form, which can be downloaded from the company's website or obtained on request from the company's registered office or from CIC, to the following address: CIC, Service Assemblées 6, avenue de Provence 75452 Paris Cedex 09 / serviceproxy [at] cic.fr,

(b) for holders of bearer shares, request, as of the date of the meeting, the voting form and its appendices from the financial institution that holds their shares so that the request reaches this intermediary six days before the date of the meeting, i.e. by June 19, 2020 at the latest.

Mail voting forms will only be taken into account if they are received by CIC, Service Assemblées - 6 Avenue de Provence - 75452 Paris Cedex 09 or at the e-mail address serviceproxy [at] cic.fr, no later than June 22, 2020, and are accompanied, for those from bearer shareholders, by a certificate of participation.

Third party mandates may validly be received by CIC, Service Assemblées - 6 Avenue de Provence - 75452 Paris Cedex 09 or at the e-mail address serviceproxy [at] cic.fr, until the fourth day prior to the date of the General Meeting, i.e. no later than June 21, 2020.

The proxy will not be able to physically attend the Meeting. He will necessarily have to send his instructions for the exercise of the mandates he holds, to the company or its authorized intermediary by electronic means to the following address: serviceproxy [at] cic.fr, using the form in the form of a postal vote, no later than the fourth day prior to the date of the meeting, i.e. no later than June 21, 2020.

The procedures for participating in the General Meeting by videoconference or by any other means of telecommunication were not adopted for this General Meeting.

2. In accordance with the provisions of Article R.225-79 of the French Commercial Code, the notification and revocation of a power of attorney to the Chairman may be made by electronic means as follows:

• for holders of direct registered shares: by sending an e-mail to the following e-mail address: serviceproxy [at] cic.fr, specifying their full name, address and identifier, as well as the power of attorney given to the Chairman;
• for holders of administrative registered shares or bearer shares: by sending an e-mail to the following e-mail address: serviceproxy [at] cic.fr, specifying their full name, address and bank references, as well as the power of attorney given to the Chairman, and then asking their authorized intermediary who manages their share account to send written confirmation (by mail or fax) to CIC - Service Assemblées - 6 Avenue de Provence - 75452 Paris Cedex 09.

Only duly signed and completed notifications or withdrawal of proxy to the President may be considered.

3. A shareholder who has already voted by mail, sent a proxy or requested an admission card or a certificate of participation may choose another means of participation in the meeting provided that his or her instructions to this effect are received within a period of time compatible with the rules relating to each means of participation in the company. Previous instructions received are then revoked.

4. A shareholder who has already voted remotely or sent a proxy to the Chairman may sell all or part of his shares at any time. However, if the transfer of ownership takes place before midnight, Paris time, on the second business day prior to the meeting, i.e., June 23, 2020, the company shall invalidate or modify, as the case may be, the vote cast by remote voting or the proxy to the Chairman, as the case may be. To this end, the intermediary holding the account shall notify the transfer of ownership to the company or its representative and provide it with the necessary information.

5. No transfer of ownership made after the second business day prior to the meeting at midnight, Paris time, i.e. June 23, 2020, regardless of the means used, shall be notified by the authorized intermediary or taken into consideration by the company, regardless of any agreement to the contrary.

C – Requests for inclusion of items or draft resolutions and written questions from shareholders

1. Any Shareholder may submit written questions to the Chairman of the Board of Directors. These written questions shall be sent to the registered office: ESI Group - 100/102 avenue de Suffren - 75015 Paris, France, by registered letter with acknowledgement of receipt or by electronic means to the following address: investors [at] esi-group.com, no later than the fourth working day preceding the date of the General Meeting, i.e. June 19, 2020. They shall be accompanied by a certificate of registration either in the registered share accounts held by the Company or in the bearer share accounts held by an intermediary mentioned in Article L.211-3 of the French Monetary and Financial Code.

In accordance with the legislation in place, these questions may be answered jointly if they have the same content or relate to the same subject matter. The answer to a written question shall be deemed to have been given when it appears on the Company's website in a section devoted to questions and answers.

2. One or more Shareholders meeting the conditions set forth in Article R.225-71 of the French Commercial Code or Shareholders' associations meeting the conditions set forth in Article L.225-120 of the French Commercial Code may request that items or draft resolutions be included on the agenda. These items or draft resolutions shall be placed on the agenda of the Meeting and brought to the attention of the Shareholders under the conditions determined by the regulations in place.

Requests for the inclusion of items or draft resolutions on the agenda of the meeting by Shareholders meeting the legal requirements in force must be sent to the registered office, by registered letter with acknowledgement of receipt or by e-mail to the following address: investors [at] esi-group.com and must be received no later than the 25th day prior to the date of the Shareholders' Meeting, i.e. May 31, 2020.
Such requests must be accompanied by a certificate of book-entry into an account justifying, on the date of the request, the possession or representation of the fraction of the capital required by the aforementioned Article R.225-71 either in the registered share accounts held by the Company or in the bearer share accounts held by an intermediary mentioned in Article L.211- 3 of the French Monetary and Financial Code.

Requests for the inclusion of an item on the agenda must be reasoned. Requests for the inclusion of draft resolutions shall be accompanied by the text of the draft resolutions, which may be accompanied by a brief explanatory statement. The Company acknowledges receipt of requests for the inclusion of items or draft resolutions on the agenda, by registered letter, within five days of such receipt.

In addition, shareholders are reminded that consideration by the General Meeting of items or draft resolutions is also subject to the submission by the interested parties of a new certificate proving that the shares have been recorded in the same accounts by midnight, Paris time, on the second business day prior to the Meeting, i.e. June 23, 2020.

The list of items added to the agenda and the text of the draft resolutions presented by Shareholders under the conditions provided for above will be published on the Company's website in accordance with Article R. 225-73-1 of the French Commercial Code.