Altarea : GSM 2023 06 08 - Agenda and Draft resolutions

Free translation from the french official version

ALTAREA

Partnership limited by shares with share capital of €311,349,463.42

Registered office: 87, rue de Richelieu - 75002 PARIS

335.480.877 RCS PARIS

LEI n°969500ICGCY1PD6OT783

Regulated market: Euronext Paris Compartment A - ISIN FR0000033219

COMBINED GENERAL MEETING OF 8 JUNE 2023

AGENDA AND DRAFT RESOLUTIONS

AGENDA

1. - ORDINARY BUSINESS
2. 1. Review and approval of parent company accounts for the financial year ending 31 December 2022;
   2. Review and approval of the consolidated accounts for the financial year ending 31 December 2022;
   3. Appropriation of profit;
   4. Option offered to shareholders to receive payment of the dividend in cash or in shares to be created by the Company;
   5. Approval of the information referred to in Article L. 22-10-77 I of the French Commercial Code concerning compensation of corporate officers in 2022;
   6. Approval of items of compensation paid or allocated in respect of the financial year ending 31 December 2022 to the Board of Managers;
   7. Approval of items of compensation paid or allocated in respect of the financial year ending 31 December 2022 to the Chairman of the Supervisory Board;
   8. Approval of the 2023 compensation policy applicable to corporate officers;
   9. Opinion on the Company's Climate Strategy;
   10. Review and approval of the agreements and commitments referred to in Article L. 226-10 of the French Commercial Code and authorised by the Supervisory Board;
   11. Authorisation to be given to the Board of Managers, for a period of eighteen months, to trade in the Company's own shares;

1. - EXTRAORDINARY BUSINESS

1. Authorisation to be given to the Board of Managers, for a period of twenty-six months (26), to cancel shares held by the Company following the purchase of its own shares;
2. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of deciding upon the issue, with preferential subscription rights maintained, of ordinary shares and/or equity securities convertible into other equity securities or conferring a right to the allocation of debt securities and/or negotiable securities convertible into equity securities to be issued by the Company or an affiliated company;
3. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of deciding upon the issue of ordinary shares and/or equity securities convertible into other equity securities or conferring a right to the allocation of debt securities and/or negotiable securities convertible into equity securities of the Company or an affiliated

company without preferential subscription rights for shareholders, as part of a public offer other than that referred to in Article L. 411-2 1 of the French Monetary and Financial Code;

1. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of deciding upon the issue of ordinary shares and/or equity securities convertible into other equity securities or conferring a right to the allocation of debt securities and/or negotiable securities convertible into equity securities to be issued of the Company or an affiliated company without preferential subscription rights for shareholders, as part of a public offer as referred to in Article L. 411-2 1 of the French Monetary and Financial Code;
2. Authorisation to be given to the Board of Managers, for a period of twenty-six months, in the event of the issue of shares and/or negotiable securities convertible into shares of the Company without preferential subscription rights for shareholders, to fix the issue price in the manner determined by the General Meeting subject to a maximum of 10% of the Company's capital per year;
3. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, to increase the number of shares to be issued in the event of a capital increase, with or without preferential subscription rights;
4. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of issuing shares in the Company and/or negotiable securities convertible into shares in the Company to pay for contributions in kind of equity securities or negotiable securities convertible into shares, up to a maximum of 10% of the share capital;
5. Delegation of competence to be given to the Board of Managers, for a period of eighteen months, for the purpose of issuing ordinary shares and/or equity securities convertible into other equity securities or conferring a right to the allocation of debt securities and/or negotiable securities convertible into equity securities to be issued by the Company or an affiliated company, with preferential subscription rights waived in favour of a class of persons within the meaning of Article L. 225-138 of the French Commercial Code: (i) minority shareholders of subsidiaries or sub- subsidiaries of the Company subscribing by way of reinvestment to the disposal of an interest in the group, (ii) persons reinvesting the price of a portfolio or real estate assets or investments in a company involved in real estate investment, real estate asset management or distribution, or holding, directly or indirectly, equity investments in one or more companies involved in these activities, as well as activities relating to new or renewable energies, or activities relating to data centres, and (iii) holders of negotiable securities issued by a subsidiary or sub-subsidiary of Altarea in accordance with the conditions of Article L. 228-93 of the French Commercial Code);
6. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of issuing ordinary shares of the Company and/or equity securities without preferential subscription rights convertible into other equity securities or conferring a right to the allocation of debt securities, intended to pay for securities tendered as part of public exchange offers initiated by the Company;
7. Fixing of general upper limits for capital increases and issuing of debt securities under delegations of competence and powers;
8. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, to increase the share capital by capitalisation of reserves, profits or share premiums, up to a maximum amount of ninety-five million euros;
9. Delegation of competence to be given to the Board of Managers, for a period of twenty-six months, for the purpose of issuing shares and/or equity securities convertible into other equity securities or conferring a right to the allocation of debt securities and/or negotiable securities convertible into shares of the Company up to a maximum of ten million euros, with shareholders' preferential subscription rights waived in favour of the members of the Group's Company Savings
   Plan(s);
10. Authorisation to be given to the Board of Managers, for a period of thirty-eight months, to award a maximum of seven hundred fifty thousand free shares, either existing or to be issued, without preferential subscription rights, to employees and/or senior executive officers of the Company or of affiliated companies;

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1. Authorisation to be given to the Board of Managers, for a period of thirty-eight months, to grant stock purchase and/or subscription options in favour of employees and/or executive officers of the Company or of affiliated companies;
2. Delegation of competence to be given to the Board of Managers, for a period of eighteen months, to issue share warrants (BSAs), warrants to subscribe and/or acquire new and/or existing shares (BSAANEs) and/or warrants to subscribe and/or acquire new and/or existing redeemable shares (BSAARs), with preferential subscription rights waived in favour of managers, corporate officers and executives employed by the Company and its subsidiaries;
3. Powers to carry out formalities.

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DRAFT RESOLUTIONS

1. - ORDINARY BUSINESS

First Resolution

(Review and approval of parent company accounts for the financial year ending 31 December 2022)

The General Meeting, acting under the conditions as to quorum and majority required for Ordinary General Meetings, having considered the management report of the Board of Managers, the report of the Supervisory Board and the reports of the Auditors on the accounts for the financial year ending 31 December 2022, approves the parent company accounts as presented, showing a reported net profit of €205,119,058.41.

It also approves the operations reflected in those accounts or summarised in those reports.

It notes that the financial statements for the last financial year do not include any sum corresponding to non-tax-deductible expenses covered by Article 39-4 of the French General Tax Code.

Second Resolution

(Review and approval of the consolidated accounts for the financial year ending 31 December 2022)

The General Meeting, acting under the conditions as to quorum and majority required for Ordinary General Meetings, having considered the report of the Board of Managers, the report of the Supervisory Board and the reports of the Auditors on the accounts for the financial year ending 31 December 2022, approves the consolidated accounts as presented, showing a group share of net profit of €326,803,377.

It also approves the operations reflected in those accounts or summarised in those reports.

Third Resolution (Appropriation of profit)

The General Meeting, acting under the conditions as to quorum and majority required for Ordinary General Meetings, having considered the management report of the Board of Managers and the report of the Supervisory Board, formally notes that the result for the financial year ending 31 December 2022 is a net profit of €205,119,058.41.

The Ordinary General Meeting, in accordance with the provisions of Article L. 232-10 of the French Commercial Code, resolves to add to the legal reserve the sum of €2,433,011.88 taken from profit for the financial year, increasing the legal reserve to 10% of share capital.

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The Ordinary General Meeting,

• after formally noting that the distributable profit, in accordance with the provisions of Article L. 232-
  11 of the French Commercial Code, amounts to €202,686,046.53;
• resolves to distribute a dividend of €10 (ten euros) per share, namely an aggregate amount of €203,758,040.00, plus a bonus dividend equal to 1.5% of this amount, namely €3,056,370.60, to which the General Partner is entitled in accordance with the provisions of Article 29 paragraph 6 of the Articles of Association, namely a total dividend of €206,814,410.60 charged to:
• • the distributable profit for the financial year in the amount of ……..€202,686,046.53;
  • the "Issue premium" account in the amount of ……………………..€4,128,364.07.

The above amounts are calculated on the basis of the number of shares amounting to 20,375,804 shares and will be adjusted based on the number of shares entitled to the dividend on the ex-dividend date. The meeting mandates the Board of Managers as necessary to make this adjustment.

The Ordinary General Meeting resolves that the amount corresponding to treasury shares on the dividend payment date not entitled to dividends in accordance with Article L. 225-210 of the French Commercial Code, together with any amount which shareholders may decide to waive, will be allocated to the "Issue, mergers and contributions premium" account. If the number of shares conferring entitlement to dividends changes, the overall amount will be adjusted accordingly and charged to the "Issue, merger, contribution premium" accounts.

The payment will be made in cash and, subject to the Fourth Resolution being adopted by the General Meeting, shareholders will benefit from an option of receiving payment of the dividend in shares. In view of the time frames required for exercising this option, the dividend will be paid on 4 July 2023.

The General Meeting duly notes that the Company has elected for the tax treatment as provided by Article 208 C of the French General Tax Code and that part of its income is therefore not taxable. The dividend only carries entitlement to the 40% allowance provided for by Article 158-3 2 of the French General Tax Code for natural persons who are tax residents in France and in accordance with current legislation if an annual, express, overall and irrevocable option is provided for the sliding scale of income tax pursuant to the provisions of Article 200 A 2 of the French General Tax Code, and only for the portion of the dividend taken, if applicable, from non-exempt income (subject to corporation tax). In accordance with Article 158-3 3b of the French General Tax Code, this allowance does not apply to income exempt from tax under the SIIC regime pursuant to Article 208 C of the French General Tax Code. The amount deducted from the "Issue premium" account will be regarded as a repayment of paid-in capital pursuant to the provisions of Article 112 1 of the French General Tax Code.

The General Meeting notes that the dividends distributed to Partners in respect of the last three financial years were as follows:

	Number of shares	Dividend	Dividend entitled to	Payment date
	entitled	distributed	the allowance*
2019	16,568,565	€9.00	€0.79	24/07/2020
2020	17,220,977	€9.50	€2.58	26/07/2021
2021	20,194,052	€9.75	€1.98	31/05/2022

• These dividends carried entitlement to the 40% allowance applicable to natural persons who are tax residents in France with effect from 1 January 2006.

The General Meeting confers all necessary powers on the Board of Managers for the purpose of:

• adjusting the total amount of the dividend and the amount to be charged to "Issue premiums" according to the number of shares entitled to the dividend on the ex-dividend date;

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• noting as a result the dividend breakdown for tax purposes on the ex-dividend date.

Fourth Resolution

(Option offered to shareholders to receive payment of the dividend in cash or in shares to be created by the Company)

The General Meeting, acting under the conditions as to quorum and majority required for Ordinary General Meetings, having considered the report of the Board of Managers, noting that the Company's share capital is fully paid up, resolves to offer each shareholders, in accordance with the provisions of Articles L. 232-18 et seq. of the French Commercial Code and Article 29 of the Articles of Association, the option of receiving payment of fifty percent (50%) of the dividend of €10 per share as set out in the previous resolution in the form of new shares in the Company.

This means that the first 50% of the dividend, or €5 (five euros) will have to be paid in cash on 4 July 2023.

For the second 50% of the dividend, or €5 (five euros), each shareholder will be able to choose:

1. either payment of the entire second half of the dividend in cash;
2. or payment of the entire second half of the dividend in shares pursuant to this resolution;

it being specified that this option for the second half of the dividend will apply to all shares held by the shareholder.

The new shares resulting from the exercising of this option, relating to the second half of the dividend, will be issued at a price equal to 90% of the average listed share price during the 20 trading days preceding the date of the general meeting, minus the amount of the dividend per share covered by the Third Resolution and rounded up to the next eurocent.

These shares will carry dividend rights.

As regards the second half of the dividend of €5 per share, shareholders will be able to opt for payment of the dividend in cash or in new shares between 14 and 23 June 2023 inclusive, sending their request to the financial intermediaries authorised to pay the dividend. After this date, the second half of the dividend will be paid only in cash.

For shareholders who do not opt for payment in shares, the payment of €5 in respect of the second half of the dividend benefiting from the option will be automatically paid in cash on 4 July 2023.

In the option for the second half of the dividend is exercised, and if the amount of the dividends does not correspond to a whole number of shares, shareholders will be able to:

• obtain the next highest whole number of shares by paying the difference in cash on the date they exercise their option; or
• receive the next lowest whole number of shares plus a balancing payment in cash.

Full powers are given to the Board of Managers, which may be subdelegated in accordance with the conditions provided for by law, for the purpose of ensuring payment of the dividend in new shares, specifying the terms of application and execution thereof, noting the number of shares issued pursuant to this resolution, making any necessary changes to the Articles of Association relating to share capital and the number of shares making up the share capital, and more generally taking any useful or necessary action.

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