Management Board's report on the resolutions to be submitted to to the General Shareholders' Meeting of May 20, 2021

Dear Shareholders,

We have convened this combined general shareholders' meeting on May 20, 2021 to submit the following 23 resolutions for your approval. These resolutions were approved in draft form by the Management Board at its meeting on March 8, 2021.

Given the continuing public health emergency and in view of the administrative measures taken in response to the Covid-19 pandemic, this general shareholders' meeting will be held at the Company's registered office at 5 boulevard Louis Loucheur, Saint-Cloud (92210), behind closed doors, without the physical presence of shareholders or other persons entitled to attend.

This decision has been made pursuant to Article 4 of Order No. 2020-321 of March 25, 2020, as amended by Order No. 2020- 1497 of December 2, 2020, as recently extended by Decree No. 2021-255 of March 9, 2021, adapting the rules governing meetings and deliberations of shareholders' meetings and the governing bodies of legal entities and private law entities without legal personality due to the Covid-19 pandemic. It has been supplemented by Decree No. 2020-418 of April 10, 2020, as extended and amended by the aforementioned Decree No. 2021-255 of March 9, 2021. On April 12, 2021, the date of the preliminary notice of meeting, administrative measures limiting or prohibiting travel and gatherings for public health reasons made it impossible to hold the general shareholders' meeting with the physical presence of shareholders or other persons entitled to attend. Further, given the usual rates of attendance at the Company's general shareholders' meetings, Elis's headquarters, whose conference rooms have limited capacity, would not have allowed for the adequate spacing of attendees as per the recommended physical distancing guidelines (in particular those provided in Decree No. 2020-1310 of October 29, 2020, as amended) to guarantee everyone's health and safety.

The following 23 resolutions will be submitted for your approval:

  • the first 20 resolutions, which fall within the authority of the ordinary general shareholders' meeting;
  • the 21st to 22nd resolutions, which fall within the authority of the extraordinary general shareholders' meeting;
  • the last resolution, which concerns powers to carry out legal formalities.

Detailed information pertaining to the parent company and consolidated financial statements for the year ended December 31, 2020 and the Group's activities during the previous financial year are included in the 2020 universal registration document, which was filed with the French Financial Markets Authority (AMF) on March 30, 2021 and has been made available to you in accordance with the applicable laws and regulations at the Company's registered office or on its website at https://fr.elis.com/fr/groupe/relations-investisseurs/information-reglementee.

Shareholders are also invited to refer to the cross-reference tables on pages 287 to 291 of the 2020 universal registration document, which identify the parts of this document that correspond to information that must be included in the management report for the 2020 financial year.

The information that must be included in the annual financial report is identified with the symbol AFR in the table of contents of the 2019 universal registration document.

In this report, we present the reasons for each of the resolutions submitted for your approval during the general shareholders' meeting.

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Resolutions within the authority of the ordinary general shareholders' meeting

1st and 2nd resolutions

Approval of the parent company and consolidated financial statements for the year ended December 31, 2020

Under the 1st and 2nd resolutions, you are asked to approve the parent company and consolidated financial statements for the year ended December 31, 2020 after reviewing the Statutory Auditors' reports on said statements.

The parent company financial statements have been prepared in accordance with French legal and regulatory requirements and the consolidated financial statements have been prepared in accordance with applicable regulations and International Financial Reporting Standards (IFRS).

The parent company financial statements for the year ended December 31, 2020 show a loss of €42,796,152.77.

The consolidated financial statements for the year ended December 31, 2020 show a profit attributable to the owners of the parent company of €4 million.

These results are detailed in the management report, and the financial statements are included in the 2020 universal registration document.

You are also asked to approve the amount of non-deductible expenses and charges referred to in Article 39, paragraph 4 of the French Tax Code totaling €25,175.

3rd resolution

Allocation of income for the financial year ended December 31, 2020

As the financial year ended December 31, 2020 showed a net loss of €42,796,152.77, you are asked, pursuant to the 3rd resolution, to allocate this amount to the accumulated deficit account. You will also be asked to clear all losses shown in the accumulated deficit account.

In accordance with the provisions of Article 20 of the Company's bylaws, this proposed allocation of income was submitted to the Supervisory Board for prior approval.

In accordance with Article 243 bis of the French Tax Code, we remind you that no dividends were paid for the financial years ended December 31, 2017, 2018 or 2019.

4th resolution

Approval of the regulated agreements referred to in Articles L. 225-86et seq. of the French Commercial Code

The purpose of the 4th resolution is to submit for your approval the terms of the Statutory Auditors' special report on the regulated agreements referred to in Articles L. 225-86et seq. of the French Commercial Code.

We hereby inform you that, at its meeting on March 8, 2021, the Supervisory Board:

  • noted that no regulated agreements had been entered into in 2020;
  • voted on whether to continue the agreements entered into during previous financial years in 2021, in accordance with the provisions of Article L. 225-88-1 of the French Commercial Code.

In this regard, it is specified that at its meeting on March 3, 2020, the Supervisory Board introduced an assessment procedure for conventional agreements entered into at arm's length pursuant to Article L. 225-87 of the French Commercial Code (new Article L. 22-10-29).

On that basis, the criteria used for the classification of conventional agreements led the Supervisory Board to reclassify intragroup financing agreements and the parent company guarantees already approved by the general shareholders' meeting in previous financial years as conventional agreements as from the 2020 financial year.

This classification is reviewed each year. Thus, at its meeting on March 8, 2021, the Supervisory Board voted in favor of continuing the intra-group financing agreements and parent company guarantees in 2021 and classifying them as conventional agreements, on the basis of the criteria laid down in the assessment procedure for conventional agreements.

Therefore, as of that date, no regulated agreements previously approved by the general shareholders' meeting continued in 2020.

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We also remind you that, since Order No. 2019-1234 of November 27, 2019 on the compensation of corporate officers of listed companies ("the Order"), the commitments made for the benefit of members of the Management Board and corresponding to elements of compensation, indemnities or benefits payable or likely to be payable as a result of the termination or change of duties or subsequent to the exercise thereof are no longer subject to the regulated agreements procedure. These commitments are now covered by the "Say on pay" policy, which is the subject of resolutions 8 to 18 presented to you below.

5th to 7th resolutions

Composition of the Supervisory Board

Resolutions 5, 6 and 7 regarding the composition of the Supervisory Board ask you to vote on the reappointment of three Supervisory Board members, Anne-Laure Commault, Florence Noblot and Joy Verlé, for a four-year term.

Information on the background, experience and duties of these candidates for reappointment is provided in the notice of meeting for this general shareholders' meeting.

It should be noted that the Supervisory Board now has two members representing employees, appointed in November 2020 under Article L. 225-79-2(II) of the French Commercial Code and Article 17 of the Company's bylaws.

At its meeting on March 8, 2021, the Supervisory Board reviewed the independence of its members, as it does every year, and concluded that Florence Noblot, Philippe Delleur, Thierry Morin, Antoine Burel, Anne-Laure Commault and Fabrice Barthélemy continued to meet the independence criteria referred to in Article 1 of the Supervisory Board's rules of procedure.

The Board also reviewed the availability of its members in accordance with the recommendations of the AFEP-MEDEF Code. This review revealed that no member served on an excessive number of boards of listed companies outside the Group, thus allowing each member of the Company's Supervisory Board to devote the time and attention necessary to perform their duties. The Board also assessed their respective contributions to its work and to the work of its committees, both in terms of skills and personal commitment, and considered that maintaining all of them in their roles was in the Company's interest.

The biographies of current Supervisory Board members as at March 8, 2021 are provided in chapter 2 "Corporate governance" of the 2020 universal registration document.

It should be noted that at the end of your general shareholders' meeting, if these resolutions are adopted, more than half of the members of your Supervisory Board will be independent, in accordance with the principles of the AFEP-MEDEF Code (Article 8.3). It will comprise 11 members (including members representing employees), six women and five men, which is a gender ratio consistent with the statutory provisions.

8th and 9th resolutions

Ex-ante vote on the overall compensation policy for the Chairman and members of the Management Board for financial year 2020The 8th and 9th resolutions concern the compensation of corporate officers and are presented as part of the "Say on pay" policy laid down in the new Articles L. 22-10-26, L. 22-10-9 and L. 22-10-34 of the French Commercial Code. More specifically, these resolutions are presented to you as part of the ex-ante vote on the compensation policy for all corporate officers, as provided by the policy regarding corporate officer compensation, as amended by the Order supplemented by Decree No. 2019-1235 of November 27, 2019 transposing EU Directive 2017/828 of May 17, 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

Given the impact of the Covid-19 pandemic on the Company, you are asked to approve the revisions made by the Supervisory Board at its meeting on March 8, 2021, on the advice of the Appointments, Compensation and Governance Committee, to certain elements of compensation for the 2020 financial year that are the subject of the compensation policy for corporate officers as approved by the general shareholders' meeting on June 30, 2020.

As a consequence, the purpose of resolutions 8 and 9 is to ask you, pursuant to Articles L. 22-10-26 and R. 22-10-18 of the French Commercial Code, to vote on the overall compensation policy applicable to the Chairman and members of the Management Board for the 2020 financial year, as prepared by the Supervisory Board in accordance with Article L. 22-10-26, including revisions thereto.

Information on the compensation policy provided for in Article R. 22-10-18 of the French Commercial Code, including general information and individual information for the Chairman and each member of the Management Board, is presented in the Supervisory Board's report on corporate governance included in chapter 2 of the 2019 Universal Registration Document, It is also presented in the supplements to that report, one dated April 27, 2020, which was attached to the notice of meeting for the general shareholders' meeting of June 30, 2020, and one dated March 8, 2021, attached to this notice of meeting.

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10th to 13th resolutions

Ex-ante vote on the compensation policy for corporate officers for financial year 2021

The 10th to 13th resolutions concern the compensation of corporate officers and are presented as part of the "Say on pay" policy laid down in the new Articles L. 22-10-26, L. 22-10-9 and L. 22-10-34 of the French Commercial Code. More specifically, these resolutions are presented to you as part of the ex-ante vote on the compensation policy for all corporate officers, as provided by the policy regarding corporate officer compensation, as amended by the Order supplemented by Decree No. 2019-1235 of November 27, 2019 transposing EU Directive 2017/828 of May 17, 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

The purpose of the 10th to 13th resolutions is to ask you, pursuant to Article L. 22-10-26(II) of the French Commercial Code, to vote on the compensation policy for the 2021 financial year for all corporate officers as prepared by the Supervisory Board in accordance with Article L. 22-10-26(I).

Information on the compensation policy provided for in Article R. 22-10-18 of the French Commercial Code, including general information and information specific to each corporate officer, is contained in the Supervisory Board's report on corporate governance included in chapter 2 of the 2020 universal registration document.

To ensure that your votes on these compensation policies are more accurately reflected, and insofar as the components of those policies may differ depending on the category of corporate officer to which they apply, four separate resolutions are being put forward for your vote. The 10th and 11th resolutions concern the compensation policy for the Chairman of the Supervisory Board and members of Supervisory Board, respectively, while the 12th and 13th resolutions pertain to the compensation policy for the Chairman of the Management Board and members of the Management Board, respectively.

If the general shareholders' meeting rejects these resolutions on the compensation policy for corporate officers, the respective compensation for 2021 for these officers will be based on the compensation policy previously approved by the general shareholders' meeting on June 30, 2020 and the Supervisory Board will submit a revised compensation policy that takes into account the vote and opinions expressed by the shareholders for approval at the next general shareholders' meeting to be held in 2022. In particular, if the shareholders vote against the 11th resolutions, it will also suspend payment of the compensation allocated to members of the Supervisory Board under Article L. 22-5-83 of the French Commercial Code until the revised compensation policy has been approved.

The elements of compensation that will be paid or awarded to the Chairman and members of the Supervisory Board and to the Chairman and each of the members of the Management Board for the 2021 financial year under the compensation policies submitted to this general shareholders' meeting will be subject to an ex-post vote in 2022 pursuant to Article L. 22- 10-34 of the French Commercial Code.

14th to 18th resolutions

Ex-post vote on the elements of compensation paid or awarded to corporate officers

The 14th to 18th resolutions concern the compensation of corporate officers and are presented as part of the "Say on pay" policy laid down in the new Articles L. 22-10-26, L. 22-10-9 and L. 22-10-34 of the French Commercial Code. More specifically, these resolutions are presented to you as part of the ex-post vote on the elements of compensation paid or awarded for or during the year under review, as provided by the policy regarding corporate officer compensation, as amended by the Order supplemented by Decree No. 2019-1235 of November 27, 2019 transposing EU Directive 2017/828 of May 17, 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement.

The ex-post vote on the elements of compensation paid or awarded to corporate officers now comprises two components, covered by two separate resolutions:

  • The first component of the ex-postvote relates to the information referred to in paragraph I of Article L. 22- 10-9 of the French Commercial Code, including the total compensation and benefits of any kind paid to corporate officers in respect of their office during the 2020 financial year or awarded in respect of their office for the 2020 financial year. This applies to all corporate officers (the chairman and members of the Supervisory Board and the chairman and members of the Management Board, including newly appointed corporate officers (Fabrice Barthélemy and Amy Flikerski). This is the subject of the 14th resolution;
  • The second component of the ex-postvote relates to the fixed, variable and exceptional elements of compensation comprising the total compensation and benefits of any kind paid during the 2020 financial year or awarded for that financial year to the chairman and the members of the Management Board and the chairman of the Supervisory Board. Consequently, shareholders are asked to vote on four specific draft resolutions pertaining to the fixed, variable and exceptional elements of compensation comprising the total compensation and benefits of any kind paid during the 2020 financial year or awarded for that financial

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Elis SA published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 19:04:01 UTC.