EIFFAGE

Public limited company with share capital of €392,000,000

Registered office: 3/7 place de l'Europe

78140 Vélizy-Villacoublay - France

Versailles Trade and Companies Register no. 709 802 094

Ordinary and extraordinary general meeting of 19 April 2023

Draft agenda

Ordinary resolutions:

  1. Approval of the annual financial statements for the year ended 31 December 2022,
  2. Approval of the consolidated financial statements for the year ended 31 December 2022,
  3. Appropriation of the profit for the financial year and setting of a dividend,
  4. Reappointment of Benoît de Ruffray as a director,
  5. Reappointment of Isabelle Salaün as a director,
  6. Reappointment of Laurent Dupont as the director representing employee shareholders,
  7. Approval of the compensation policy for members of the Board of Directors,
  8. Approval of the compensation policy for the Chairman and Chief Executive Officer,
  9. Approval of the information specified in paragraph 1 of Article L. 22-10-9 of the French Commercial Code,
  10. Approval of the fixed, variable and exceptional elements making up the total compensation and benefits of any kind paid during the past financial year or allocated for the same financial year to Benoît de Ruffray, the Chairman and Chief Executive Officer, pursuant to the compensation policy approved by the shareholders at the Eiffage general meeting on 20 April 2022,
  11. Authorisation to the Board of Directors to allow the Company to buy back its own shares pursuant to Article L. 22-10-62 of the French Commercial Code, length of the authorisation, purposes, procedures, cap, suspension during the period of a public offer.

Extraordinary resolutions:

  1. Authorisation to the Board of Directors to cancel the treasury shares held by the Company bought back pursuant to Article L. 22-10-62 of the French Commercial Code, length of the authorisation, cap, suspension during the period of a public offer,
  2. Delegation of authority to the Board of Directors to increase the share capital by capitalising reserves, profits and/or premiums, length of the delegation of authority, maximum nominal amount of the capital increase, outcome of fractional shares, suspension during the period of a public offer,
  3. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities while maintaining preferential subscription rights, length of the delegation of authority, maximum nominal amount of the capital increase, right to offer unsubscribed securities to the public, suspension during the period of a public offer,
  4. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities and cancelling

1

preferential subscription rights via a public offer (excluding the offers referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code), and/or as consideration for securities in a public exchange offer, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, right to limit the issue to the amount of subscriptions or to distribute the unsubscribed securities, suspension during the period of a public offer,

  1. Delegation of authority to the Board of Directors to issue ordinary shares and/or marketable securities conferring access to the Company's equity and/or to debt securities and cancelling preferential subscription rights via an offer referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, right to limit the issue to the amount of subscriptions or to distribute the unsubscribed securities, suspension during the period of a public offer,
  2. Authorisation to increase issues, suspension during the period of a public offer,
  3. Delegation of authority to the Board of Directors to increase the share capital by up to 10% by issuing ordinary shares and/or marketable securities conferring access to the Company's equity, in order to pay for contributions in kind of shares or marketable securities conferring access to the Company's equity, length of the delegation of authority, suspension during the period of a public offer,
  4. Overall cap on the delegations of authority provided for in the 15th, 16th and 18th resolutions of this general meeting,
  5. Delegation of authority to the Board of Directors to increase the share capital by issuing ordinary shares and/or marketable securities conferring access to the Company's equity and cancelling preferential subscription rights for the benefit of members of a company savings scheme pursuant to Articles L. 3332-18 et seq. of the French Employment Code, length of the delegation of authority, maximum nominal amount of the capital increase, issue price, option of allotting bonus shares pursuant to Article L. 3332-21 of the French Employment Code,
  6. Authorisation to the Board of Directors to allot existing shares for no consideration to employees and/or certain corporate officers of the Company or related companies or economic interest groups, length of the authorisation, cap, length of the vesting period particularly in the event of disability,

Ordinary resolutions:

22. Powers to carry out legal formalities.

2

Draft resolutions

Ordinary resolutions:

First resolution - Approval of the annual financial statements for the year ended 31 December 2022

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the financial year ended 31 December 2022, approve, as presented, the annual financial statements closed on that date, which show a profit of €k 896,365.

Second resolution - Approval of the consolidated financial statements for the year ended 31 December 2022

The shareholders at the general meeting, having reviewed the reports of the Board of Directors and the Statutory Auditors on the consolidated financial statements as at 31 December 2022, approve those financial statements as presented, which show a profit (Group share) of €k 851 352.

Third resolution - Appropriation of the profit for the financial year and setting of a dividend

Pursuant to the proposal of the Board of Directors, the shareholders at the general meeting resolve to appropriate the profit for the financial year ended 31 December 2022 as follows:

Origin

- Profit for the financial year

851,351,521.27

- Retained earnings

4,846,710,069.43

Total

698,061,590.70

Appropriation

- Legal reserve

-

- Dividends

352,800,000.00

- Retained earnings

5,345,261,5900.70

Total

5,698,061,590.70

The shareholders at the general meeting note that the total gross dividend per share is set at €3.60.

If it is paid to individuals domiciled for tax purposes in France, the dividend will be subject to a standard withholding tax on the gross dividend at the flat rate of 12.8% (Article 200 A of the French General Tax Code) or, at the taxpayer's express, irrevocable and global election, to income tax at the progressive rate after a 40% allowance (Articles 200 A(13) and (158) of the French General Tax Code). The dividend will also be subject to social security contributions at the rate of 17.2%.

The ex-coupon date will be 15 May 2023.

Dividends will be paid on 17 May 2023.

In the event the number of shares with dividend rights differs from the 98,000,000 shares composing the share capital at 22 February 2023, the total amount of the dividend will be adjusted accordingly and the amount appropriated to retained earnings will be determined on the basis of dividends actually paid.

In accordance with the provisions of Article 243 bis of the French General Tax Code, the shareholders at the general meeting acknowledge that they were reminded that the following distributions of dividends and income were made for the last three financial years:

3

FINANCIAL

INCOME ELIGIBLE FOR THE TAX ALLOWANCE

INCOME NOT ELIGIBLE

YEAR FOR

WHICH

DIVIDENDS

OTHER INCOME

FOR THE TAX

DIVIDEND

ALLOWANCE

DISTRIBUTED

PAID

2019

-

-

-

2020

€294,000,000*

-

-

i.e. €3 per share

2021

€303,800,000*

-

-

i.e. €3.10 per share

  • Including the amount of the dividend on treasury shares not paid and appropriated to retained earnings.

Fourth resolution - Reappointment of Benoît de Ruffray as a director

The shareholders at the general meeting resolve to reappoint Benoît de Ruffray as a director for a term of four years, expiring at the end of the general meeting to be held in 2027 to approve the financial statements for the previous financial year.

Fifth resolution - Reappointment of Isabelle Salaün as a director

The shareholders at the general meeting resolve to reappoint Isabelle Salaün as a director for a term of four years, expiring at the end of the general meeting to be held in 2027 to approve the financial statements for the previous financial year.

Sixth resolution - Reappointment of Laurent Dupont as the director representing employee shareholders

The shareholders at the general meeting resolve to reappoint Laurent Dupont as the director representing employee shareholders for a term of four years, expiring at the end of the general meeting to be held in 2027 to approve the financial statements for the previous financial year.

Seventh resolution - Approval of the compensation policy for members of the Board of Directors

The shareholders at the general meeting, voting pursuant to Article L. 22-10-8 of the French Commercial Code, approve the compensation policy for members of the Board of Directors described in the corporate governance report included in the universal registration document.

Eighth resolution - Approval of the compensation policy for the Chairman and Chief Executive Officer

The shareholders at the general meeting, voting pursuant to Article L. 22-10-8 of the French Commercial Code, approve the compensation policy for the Chairman and Chief Executive Officer described in the corporate governance report included in the universal registration document.

Ninth resolution - Approval of the information specified in paragraph 1 of Article L. 22-10-9 of the French Commercial Code

The shareholders at the general meeting, voting pursuant to Article L. 22-10-34 I of the French Commercial Code, approve the information specified in Article L. 22-10-9 of the French Commercial Code contained in the corporate governance report included in the universal registration document.

4

Tenth resolution - Approval of the fixed, variable and exceptional elements making up the total compensation and benefits of any kind paid during the past financial year or allotted for the same financial year to Benoît de Ruffray, the Chairman and Chief Executive Officer, pursuant to the compensation policy approved by the shareholders at the Eiffage general meeting on 20 April 2022

The shareholders at the general meeting, voting pursuant to Article L. 22-10-34 II of the French Commercial Code, approve the fixed, variable and exceptional elements making up the total compensation and benefits of any kind paid during the past financial year or allotted for the same financial year to Benoît de Ruffray, the Chairman and Chief Executive Officer, pursuant to the compensation policy approved by the shareholders at the Eiffage general meeting on 20 April 2022, as described in the corporate governance report included in the universal registration document.

Eleventh resolution - Authorisation to the Board of Directors to allow the Company to buy back its own shares pursuant to Article L. 22-10-62 of the French Commercial Code

The shareholders at the general meeting, having read the Board of Directors' report, authorise the Board of Directors, for a period of 18 months, pursuant to Articles L. 22-10-62 et seq. and L. 225-210 et seq. of the French Commercial Code, to purchase, on one or more occasions and at times that it deems appropriate, the Company's shares limited to 10% of the shares composing the Company's share capital on the date of this general meeting, adjusted where necessary to reflect any capital increase or capital reduction that may take place during the term of the programme.

This authorisation terminates the authorisation granted to the Board of Directors by the shareholders at the general meeting held on 20 April 2022 in its tenth ordinary resolution.

Acquisitions may be carried out with a view to:

  • stimulating the secondary market or promoting the liquidity of Eiffage's share through an investment services provider acting under the terms of a liquidity agreement that complies with the practices accepted by the regulations, it being specified that in this context, the number of shares taken into account in calculating the aforementioned limit corresponds to the number of shares purchased, less the number of shares resold,
  • retaining the shares purchased and subsequently delivering them in exchange for or as payment in connection with any merger, demerger, contribution or external growth transaction,
  • covering commitments under stock option plans and/or bonus share plans (or similar plans) for the benefit of employees and/or corporate officers of the Group, including economic interest groups and affiliated companies, as well as any share allotments under a company or group savings plan (or similar plan), in respect of profit-sharing and/or any other forms of allotment of shares to employees and/or corporate officers of the Group, including economic interest groups and affiliated companies,
  • covering commitments in respect of marketable securities conferring a right to be allotted shares in the Company under prevailing regulations,
  • cancelling any shares acquired, in accordance with the authorisation granted or to be granted by the shareholders at the extraordinary general meeting.

These share purchases may be made by any means, including block purchases, and at such times as the Board of Directors may determine.

The Board may not, however, make use of this delegation of authority from the moment a third party submits a public offer for the Company's shares until the end of the offer period, unless it has been authorised to do so by the shareholders at a general meeting.

The Company reserves the right to use options or derivatives in accordance with applicable regulations.

The maximum purchase price is set at €175 per share. In the event of a capital transaction, in particular a stock split or reverse stock split or the allotment of bonus shares to shareholders, the aforementioned amount will be adjusted in the same proportions (multiplier equal to the ratio between the number of

5

Attachments

Disclaimer

Eiffage SA published this content on 13 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 March 2023 14:58:04 UTC.