Eramet: Prior notice of meeting published in the BALO - General Shareholders' Meeting 2022

Eramet

Société Anonyme au capital de 87,702,893.35 Euros Siège social : 10 boulevard de Grenelle 75015 Paris 632 045 381 RCS Paris

NOTICE OF MEETING

Shareholders are informed that they will be notified soon of an Ordinary Shareholders' Meeting to be held on, Tuesday 31 May 2022, at 10:00 - at the registered office

Warning : The meeting will be webcasted live under video format available from the Group internet site and will be downloadable after the meeting as well. You are invited to refer to the section dedicated to the General Assembly on the company's website:https://www.eramet.com

In order to vote on the following agenda:

AGENDA

Under the authority of the Ordinary Shareholders' Meeting

• • Report from the Board of Directors on the 2021 financial year.

  Report from the Board of Directors on corporate governance. Report from the Statutory Auditors on the annual accounts.

  Report from the Statutory Auditors on the consolidated financial statements. Approval of the financial statements (annual and consolidated) year ended December 31, 2021.

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• • Special report from the statutory auditors on the agreements considered in Articles L 225-38 and seq. of the French Commercial Code.

  Approval of the agreements covered by this report and submitted to the shareholders' vote.

• • Allocation of result for the 2021 financial year.

• • « Say on Pay Ex Ante » - Approval of the remuneration policy applicable to the members of the Board of Directors.

• • « Say on Pay Ex Ante » - Approval of the remuneration policy applicable to Ms Christel Bories, CEO.

• • « Say on Pay Ex Post » - Approval of the provisions mentioned in paragraph I of Article L. 22-10-9 of the French Commercial Code.

• • « Say on Pay Ex Post » - Approval of the fixed, variable and exceptional elements comprising the total remuneration and benefits of any kind paid for the year ended to Ms Christel Bories, Chairman and CEO.

• • Authorization to trade in the Company's shares

• • Powers.

DRAFT RESOLUTIONS

UNDER THE AUTHORITY OF THE ORDINARY GENERAL

SHAREHOLDERS' MEETING

Resolutions 1 and 2 concern the approval of the parent company financial statements and the consolidated financial statements for the past financial year. The detailed financial statements can be found in the documents distributed to shareholders and are commented upon in the management report.

FIRST RESOLUTION

(2021 annual financial statements)

The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the Board of Directors' report and the Statutory Auditors' report on the annual financial statements for the financial year ended 31 December 2021, approves said annual financial statements as presented to it, and the transactions translated in these financial statements or summarised in these reports.

SECOND RESOLUTION

(2021 consolidated financial statements)

The Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the Board of Directors' report and the Statutory Auditors' report on the consolidated financial statements for the financial year ended 31 December 2021, approves the said consolidated financial statements as presented to it, and the transactions translated in these financial statements or summarised in these reports.

In resolution 3 you are asked to approve the special report of the Statutory Auditors of your Company pertaining to the agreements specified in Articles L. 225-38 et seq. of the French Commercial Code and authorised during the past financial year. You are asked to note that the report also presents the agreements previously authorised by your Meeting, which continued in the prior year and that, as these previously authorised agreements have already been approved by your Meeting, they are not being put to a vote by this Meeting.

THIRD RESOLUTION

(Regulated agreements)

The General Shareholders' Meeting, acting with the quorum and majority required for Ordinary Shareholders' Meetings, after hearing read aloud the special report drawn up by the Statutory Auditors

on the agreements specified in Articles L.225-38 et seq. of the French Commercial Code, approves this report and the transactions set out therein.

The purpose of resolutions 4 and 5 is to propose to the Shareholders' Meeting, the appropriation of net

income for the 2021 financial year. This appropriation concerns an allocation to the legal reserve at its maximum of 10% of new share capital and the distribution of a dividend of €2.50 per share.

FOURTH RESOLUTION

(Appropriation of income)

The General Shareholders' Meeting, acting with the quorum required for Ordinary Shareholders'

Meetings,

• • recognises that the net income for the financial year ended is €330,922,909.94;

• • added to which are -€614,690,311.74 in losses brought forward at 31 December 2021.

The General Shareholders' Meeting resolves to allocate the net income for the prior financial year to retained earnings which will then total -€283,767,401.80.

FIFTH RESOLUTION

(Allocation of the legal reserve and distribution of dividends)

The General Shareholders' Meeting, acting with the quorum required for Ordinary Shareholders'

Meetings,

• • notes that the "Other reserves" total €253,839,152.97 and resolves:

  • o to appropriate €646,309.34 to the "Legal reserve" so that it reaches 10% of the new share capital,

  • o to distribute a dividend of €2.50 per share, which, for the 28,755,047 shares that make up the share capital as at 31 December 2021, equals €71,887,617.50.

The "Other reserves" are therefore decreased to €181,305,226.13.

The ex-dividend date will be 3 June 2022. The record date will be set at 6 June 2022. The dividend will be paid beginning on 7 June 2022.

The General Shareholders' Meeting, in its Ordinary session, duly notes that the dividends per share to be paid for the past year and the three previous years are, or were, as follows:

2018	2019	2020	2021
Number of shares compensated dividend	26,635,884 EUR 0.60	26,636,000 EUR 0	26, 656,005 EUR 0	28, 755,047 EUR 2.50

"Say on pay ex ante"

Pursuant to the provisions of Article L. 22-10-8 paragraph II (formerly numbered L.225-37-2) and Article R. 22-10-14 (formerly numbered R.225-29-1) of the French Commercial Code, the General Shareholders' Meeting is called to approve in resolution 6, the remuneration policy applicable to the members of the Board of Directors, and in resolution 7, the remuneration policy applicable to Ms Christel Bories, Chairperson and Chief Executive Officer. These items appear in the 2021 Universal Registration Document, "Corporate governance report".

In accordance with the wording of Article L. 22-10-8, the approval of the General Shareholders' Meeting is required every year and upon each material change to the remuneration policy. If the General Shareholders' Meeting does not approve the resolution and if it has previously approved a compensation policy, the latter shall continue to apply and the Board of Directors shall submit a draft resolution presenting a revised remuneration policy to the next General Shareholders' Meeting for approval. In the absence of a previously approved compensation policy, if the General Shareholders'

Meeting does not approve the draft resolution, remuneration shall be determined in accordance with the remuneration assigned in the previous year, or, in the absence of remuneration assigned in the previous year, in accordance with existing practices within the Company.

"Say on pay ex post"

Pursuant to the provisions of Article L. 22-10-9 (formerly numbered L.225-37-3) paragraph I of the French Commercial Code, the General Shareholders' Meeting is called to approve in resolution 8

the information mentioned in Article L. 22-10-9 paragraph I of the French Commercial Code. These items appear in the 2021 Universal Registration Document, "Corporate governance report". Pursuant

to the provisions of Article L. 22-10-34 (formerly numbered as paragraph III of Article L.225-100) of the French Commercial Code, the General Shareholders' Meeting is called to approve in resolution 9, the fixed, variable and exceptional components of the remuneration and benefits of any kind, paid in the past financial year or assigned in the same financial year to Ms Christel Bories, Chairperson and Chief Executive Officer in respect of the 2021 financial year. These items appear in the 2021 Universal Registration Document, "Corporate governance report".

SIXTH RESOLUTION

(Approval of the remuneration policyapplicable to the members of the Board of Directors - "Say on Pay Ex Ante" -)

Pursuant to the provisions of Article L. 22-10-8 (formerly numbered L. 225-37-2) and of Article R. 22-10-14 (formerly numbered R. 225-29-1) of the French Commercial Code, the General Shareholders' Meeting, acting with the quorum and majority required for ordinary shareholders' meetings, approves

the remuneration policy applicable to the members of the Board of Directors, as presented in the Company's corporate governance report described in Article L. 225-37 of the French Commercial Code

and in the 2021 Universal Registration Document, section 7 "Corporate governance report", paragraph 4.2.1.2.2.

SEVENTH RESOLUTION

(Approval of the remuneration policyapplicable to Ms Christel Bories, Chief Executive Officer - "Say on Pay Ex Ante" -)

Pursuant to the provisions of Article L. 22-10-8 (formerly numbered L. 225-37-2) and of Article R. 22-10-14 (formerly numbered R. 225-29-1) of the French Commercial Code, the General Shareholders' Meeting, acting with the quorum and majority required for ordinary shareholders' meetings, approves the remuneration policy applicable to Ms Christel Bories, Chairwoman and Chief Executive Officer, as presented in the Company's corporate governance report described in Article L. 225-37 of the French Commercial Code and in the 2021 Universal Registration Document, section 7 "Corporate governance report", paragraph 4.2.1.2.1.

EIGHTH RESOLUTION

(Approval of the information mentioned inArticle L. 22-10-9 paragraph I of the French Commercial Code - "Say on Pay Ex Post")

Pursuant to the provisions of Article L. 22-10-9 (formerly numbered L.225-37-3) paragraph I and of Article L. 22-10-34 (formerly numbered paragraph II of Article L.225-100) of the French Commercial Code, the General Shareholders' Meeting, acting with the quorum and majority required for ordinary shareholders' meetings, approves the information mentioned in paragraph I of Article L. 22-10-9 (formerly numbered L. 225-37-3) of the French Commercial Code as presented in the Company's corporate governance report described in the last sub-paragraph of Article L. 225-37 of the French Commercial Code appearing in the 2021 Universal Registration Document, section "Corporate governance report", paragraphs 4.2.2.1 and 4.2.2.2.

NINTH RESOLUTION

(Approval of the fixed, variable andexceptional components of the total remuneration and the benefits of any kind paid or assigned in respect of the 2021 financial year to Ms Christel Bories, Chairperson and Chief Executive Officer - "Say on Pay Ex Post ")

Pursuant to the provisions of Article L. 22-10-34 (formerly numbered paragraph III of Article L.225- 100) of the French Commercial Code, the General Shareholders' Meeting, acting with the quorum and majority required for ordinary shareholders' meetings, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid or assigned in respect of the 2021 financial year to Ms Christel Bories, Chairwoman and Chief Executive Officer, as presented in the Company's corporate governance report described in Article L. 225-37 of the French Commercial Code appearing in the 2021 Universal Registration Document, section "Corporate governance report", paragraph 4.2.2.3.

The purpose of resolution 10, in the context of the provisions of Article L. 22-10-62 (formerly numbered L. 225-209) of the French Commercial Code, is to request authorisation from the General Shareholders' Meeting to renew, in accordance with applicable laws and regulations, the Company's share buyback programme, using any and all means, including during a public offering. The maximum buyback amount is 10% of the capital and the maximum purchase price per share is €200. This resolution concerns the annual renewal of this authorisation. The main purpose of this authorisation is to allow the existing liquidity agreement to continue, and the employee free share grant plans to be implemented through the award of existing shares.

TENTH RESOLUTION

(Authorisation to trade in the Company's shares)

The General Shareholders' Meeting, acting with the quorum and majority required for ordinary shareholders' meetings, after acknowledging the Board of Directors' report and the description of the Company's share buyback programme, using the option provided by Article L. 22-10-62 (formerly numbered L.225-209) of the French Commercial Code, authorises the Board of Directors to purchase or arrange for the purchase of the Company's shares within the limit of 10% of the share capital, with a view to:

• - supporting the share price via a liquidity agreement with a market maker, in accordance with the market practice accepted by the AMF;

• - the delivery of shares upon the exercise of rights attached to securities giving access to the share capital by redemption, conversion, exchange or otherwise;

• - the implementation of any stock option plan of the Company pursuant to the provisions of Articles L. 225-177 et seq. and L. 22-10-56 of the French Commercial Code;

• - the allocation of bonus shares under the provisions of Articles L. 225-197-1 et seq. and L. 22-10-59 and L. 22-10-60 of the French Commercial Code;

• - the allocation or the transfer of shares to employees with respect to their participation in the benefits of the expansion of the Company, or the implementation of any employee savings plan under the conditions stipulated by the law, in particular, Articles L. 3332-1 et seq. of the French Labour Code;

• - their cancellation, pursuant to a resolution authorising the reduction of the Company's share capital.

These shares may be purchased, disposed, transferred or exchanged by any and all means, on the market or over the counter, including as applicable, through derivatives and the maximum share may be acquired or transferred in the form of share blocks, which may comprise the entirety of the authorised share buyback.