Societe Anonyme des Bains de Mer et du Cercle des Étrangers à Monaco : Notice of meetings

Notice of meeting 2019

Ordinary General Meeting and Extraordinary General Meeting

September 20, 2019 at 9.30 a.m.

One Monte-Carlo - Centre de Conférence (Salle des Arts)

CONTENTS

1	GENERAL MEETING INVITATION	3
2	HOWTO PARTICIPATE INTHE GENERAL MEETING	4
3	BOARD OF DIRECTORSAS OF MARCH 31,2019	6
4	ORDINARY GENERAL MEETING HELD ON SEPTEMBER 20,2019	7
	4.1	Agenda	7
	4.2	Board of Directors' report	8
	4.3	Resolutions submitted to the Ordinary General Meeting	10
5	EXTRAORDINARY GENERAL MEETING HELD ON SEPTEMBER 20,2019	12
	5.1	Agenda	12
	5.2	Board of Directors' report	13
	5.3	Resolutions submitted to the Extraordinary General Meeting	14
6	KEY FIGURES	15
7	ANALYSIS OFTHE FINANCIAL POSITIONANDACTIVITY
OF S.B.M.GROUP DURING FISCALYEAR 2018/2019	16
	7.1	Presentation of fiscal year 2018/2019 results	16
		7.1.1 Highlights of activity in fi scal year 2018/2019	16
		7.1.2 Analysis of fi scal year 2018/2019 operating results by sector	17
		7.1.3	2018/2019 consolidated earnings	22
		7.1.4 Consolidated balance sheet as of March 31, 2019	25
		7.1.5 2018/2019 consolidated cash fl ow statement	26
		7.1.6 Parent Company results of Société des Bains de Mer	27
		7.1.7 Article 23 of the Order of March 5, 1895	28
	7.2	Capital expenditure and future outlook	29
		7.2.1	Capital expenditure	29
		7.2.2 Main ongoing projects and future outlook	30

The financial statements in English are a faithful translation of the original French version but should not be considered as completely accurate due to the unavailability of English equivalents for certain French accounting terms. Consequently, this English document is intended for general information only.

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NOTICE OF MEETING 2019

SOCIÉTÉANONYME DES BAINS DE MER ET DU CERCLE DES ÉTRANGERS À MONACO

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GENERAL MEETING INVITATION

Ladies, Gentlemen, Dear Shareholders,

I am pleased to invite you to attend the Ordinary General Meeting and the Extraordinary General Meeting of Société des Bains de Mer to follow, to be held on Friday, September 20, 2019 at 9.30 a.m. at the One Monte-Carlo - Centre de Conférence (Salle des Arts), Place du Casino in Monaco.

This meeting aims at providing you with information on the Company's developments, and is a privileged occasion to answer all the questions you may have, regardless of the number of shares you own.

I sincerely hope you will be able to participate, either by attending, or by using the proxy form which allows you to vote directly, or be represented by the Chairman, or any other Shareholder of your choice.

In this document, you will fi nd instructions on how to participate in these Meetings, the agenda and the texts of the resolutions submitted to your approval.

Finally, we propose you to consult the digital interactive version of the "Document de Référence" including the annual report as of March 31, 2019, available on our website (montecarlosbm-corporate.com).

I would like to thank you in advance for taking the time to consider the resolutions proposed.

Yours sincerely,

Jean-Luc Biamonti

Chairman and Chief Executive Offi cer

SOCIÉTÉANONYME DES BAINS DE MER ET DU CERCLE DES ÉTRANGERS À MONACO

NOTICE OF MEETING 2019

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2

HOWTO PARTICIPATE

INTHE GENERAL MEETING

The terms and conditions for attending General Meetings are defi ned in Article 30 of the Company's bylaws:

"The General Meeting, ordinary or extraordinary, shall be composed of all holders of a share that was transferred for their benefi t at least ten days prior to the date of the meeting.

Only a holder possessing on his or her own behalf a share can take part in the deliberations of meetings.

Any shareholder may be represented by another shareholder at the General Meeting. The proxy shall be fi led two days before the date of the meeting. Each shareholder attending the General Meeting is granted as many votes as he or she holds or represents in shares.

The shareholders can vote or give a proxy by any way, especially by transmitting postal voting form or proxy by remote transmission or by online voting before the meeting.

The Board of Directors determines the deadline date for the return form of proxies. This date is communicated in the notice of meeting published in the Bulletin des Annonces Légales Obligatoires (Offi cial Legal Announcement Publication)."

Thus you can attend the Shareholders General Meeting in person, vote using the proxy or be represented. In any case, you must indicate your choice using the proxy form enclosed to the invitation meeting received and detailed hereafter. To ensure a correct preparation of the Shareholders' General Meeting, we ask you to transfer your choice as soon as possible.

Société Générale centralizes the General Meeting:

Société Générale, Service des Assemblées Générales, CS 30812, 44308 NANTES CEDEX 3

Shares held or represented should be registered or transferred to the Company's Register held by Société Générale Securities Services (SGSS) by no later than September 10, 2019 (Euroclear settlement-delivery date corresponding to the transfer of share ownership).

In case of dismemberment, the voting right attached to the share belongs to the usufructuary in ordinary general meetings and to the bare owner in extraordinary general meetings.

A

You wish to attend the General Meeting

Place du Casino Principauté de Monaco Société Anonyme Monégasque au capital de 24 516 661 Euros

R.C.S. Monaco 56 S 523 - Siren: 775 751 878

B

You wish to vote using the proxy form

ASSEMBLÉE GÉNÉRALE ORDINAIRE ET EXTRAORDINAIRE

convoquée le 20 septembre 2019 à 09h30

au One Monte-Carlo - Centre de Conférence (Salle des Arts)

Place du Casino - MC 98000 MONACO

ORDINARY AND EXTRAORDINARY GENERAL MEETING

convened on September 20, 2019 at 09:30 a.m.

at One Monte-Carlo - Centre de Conférence (Salle des Arts)

Place du Casino - MC 98000 MONACO

1

6

B

11

CC

16 13 14 15 16

DD

21

23

24

25

7

18

20

E

DATE

and SIGN here, whatever your choice

C	You wish to give your proxy	D	You wish
	to the Chairman		to be represented
	of the General Meeting

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NOTICE OF MEETING 2019

SOCIÉTÉANONYME DES BAINS DE MER ET DU CERCLE DES ÉTRANGERS À MONACO

HOWTO PARTICIPATE INTHE GENERAL MEETING

A - You wish to attend the General Meeting:

Fill in the box A of the enclosed form, date and sign the bottom of the form.

The form must be returned to SGSS. As from September 5, 2019, you will receive an admission card, which you will be asked to show at the entrance to the meeting room. It is recommended

that you make this request as soon as possible in order to receive your card in time for the meeting. Should you represent other Shareholders, we would ask you to enclose the proxies duly granted by the Shareholders with your form.

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B - You wish to vote using the proxy form:

Fill in the box B of the enclosed form.

• Resolutions approved by the Board of Directors (numerical references):

Boxes correspond to resolutions proposed in sections 4.3 and 5.3 of the present document.

If you wish to vote "yes" for all resolutions proposed and approved by the Board of Directors, leave the boxes blank.

If you wish to vote "no - abstention" for one or more resolution(s), shade the corresponding box(es).

• Resolutions not agreed by the Board of Directors (alphabetical references):

For each resolution, shade the box of your choice: "yes" or "no - abstention".

• Amendments or new resolutions proposed during the General Meeting

In the case of the agenda of the General Meeting would be completed after the convening of shareholders, according to the Article 40 of the Company's bylaws, you are requested to fi ll in the box of your choice. Complete the identity of the authorized representative who must be Company shareholders, if needed.

Your proxy form must then be dated and signed in the appropriate box.

C - You wish to give your proxy to the Chairman of the General Meeting:

Fill in the box C of the enclosed form, date and sign the bottom of the form.

D - You wish to be represented at the General Meeting:

If you wish to be represented at the General Meeting by a representative who must be Company Shareholders:

• fi ll in the box D;
• complete the identity of the authorized representative;
• date and sign the bottom of the form.

In the event that no authorized representative is specifi ed in a shareholder's proxy, the Chairman of the General Meeting shall cast a vote on the draft resolutions according to the recommendations of the Company's Board of Directors.

In any case, the enclosed form must be received by the Société Générale Securities Services (SGSS), using the T envelop, at the latest on September 18, 2019, after being duly completed.

For any additional question, you are invited to contact directly the Société Générale, from Monday to Friday from 8 a.m. to 6 p.m. at 0 825 315 315 (cost of the call : €0,15 excluding tax per minute from France) or at [phone] (cost of the call depending on the local operator from outside France).

The "Document de Référence" 2018/2019 including the annual fi nancial report as of March 31, 2019 is available at the Société Anonyme des Bains de Mer et du Cercle des Étrangers à Monaco, Place du Casino, 98000 - Monaco (Principauté de Monaco), as well as in electronic version on the website of the Company (fr.montecarlosbm-corporate.com).

SOCIÉTÉANONYME DES BAINS DE MER ET DU CERCLE DES ÉTRANGERS À MONACO

NOTICE OF MEETING 2019

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