Eramet : Notice of meeting brochure for the Combined Shareholders’ General Meeting held on 28 May 2021

NOTICE

COMBINED ORDINARY AND

EXTRAORDINARY

GENERAL SHAREHOLDERS' MEETING

On 28 May 2021 at 10:30 a.m

(First notice)

Registered office

10, boulevard de Grenelle

75015 Paris

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TABLE OF CONTENTS

Agenda of the Combined Ordinary and Extraordinary General Shareholders' Meeting

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• Summary of the operations of the Eramet Group during the year 2020 - Extract from the Press

	Release of 16 February 2021	5
	Explanatory statement and Draft Resolutions	15
	Composition of the Board of Directors as of February, 16 2021	24

• « Say On Pay Ex Ante » :
  Approval of the remuneration policy of the management and administration bodies, following paragraphe II of Article L. 22-10-8 of the French Commercial Code

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• « Say On Pay Ex Post » :
  Approval of the information referred to in paragraph I of Article L.22-10-9 of the French

	Commercial Code - Fixed, variable and exceptional elements that make up the total remuneration
	and benefits of any kind granted to the Chairman and	CEO for the year ended
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	How to participate in the Shareholders' Meeting?	63
	Request Form for documents and information	67

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AGENDA OF THE COMBINED ORDINARY AND EXTRAORDINARY

GENERAL SHAREHOLDERS' MEETING

Under the authority of the Ordinary Shareholders' Meeting

• Report from the Board of Directors on the 2020 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) for the year ended December 31, 2020.

• 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 2020 financial year.
• Ratification of the cooptation of Mr Jean-Philippe Vollmer as director.
• Renewal of the term of office of Ms Christine Coignard as director.
• Renewal of the term of office of Ms Catherine Ronge as director.
• Appointment of Mr Alilat Antsélévé-Oyima as director.
• Renewal of the term of office of Ms Christel Bories as director.
• « 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.

Under the authority of the Extraordinary Shareholders' Meeting

• Amendment to article 11.5 of the Articles of Association (Lead Director)
  Under the authority of the Ordinary Shareholders' Meeting
• Renewal of KPMG as statutory auditor
• Appointment of Grant Thornton as statutory auditor
• Authorization to trade in the Company's shares

Under the authority of the Extraordinary Shareholders' Meeting

• Amendment to article 3 of the Articles of Association (corporate purpose).

Under the authority of the Ordinary Shareholders' Meeting

• Powers.

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SUMMARY OF THE OPERATIONS

OF THE ERAMET GROUP DURING THE YEAR 2020

Extract from the Press Release of 16 February 2021

Eramet's Board of Directors met on 16 February 2021, under the chairwomanship of Christel Bories, and approved the financial statements for the 2020 financial year(1) which will be submitted for approval at the General Shareholders' meeting on 28 May 2021.

(1): Audit procedures for the 2020 consolidated financial statements are complete. The certification report will be issued after the Board of Directors' meeting held on 11 March 2021, which will set the draft shareholders' resolutions

• Safety

In 2020, the Group demonstrated responsible crisis management against the pandemic.

It remained fully focused on reducing accidents in the workplace in 2020, with a significant decline in the number of severe accidents. The total recordable injury rate (TRIR1) stood at 4.1 year-on-year at end December 2020 and posted a considerable improvement for the fourth consecutive year (divided by 3 compared to 2016).

The health protocol adopted across all Group sites since March has ensured the protection of employee health. In this respect, regular reviews were conducted throughout the year in line with developments in the pandemic and recommendations of local authorities.

1 TRIR (total recordable injury rate) = number of lost time and recordable injury accidents for 1 million hours worked (employees and subcontractors).

• Eramet Group key figures

(Millions of euros)1	2020	2019	Chg. (€m)	Chg.2 (%)
Turnover	3,553	3,671	(118)	-3%
EBITDA
398	630	(232)	-37%
Current operating income (COI)
106	341	(235)	-69%
Net income, Group share				n/a
(675)	(184)	(491)
Free Cash-Flow
(36)	(358)	322	+90%
	31/12/20	31/12/19	Chg. (€m)	Chg.2 (%)
Net debt
(1,333)	(1,304)	(29)	+2%
Shareholders' equity
997	1,639	(642)	-39%
Gearing (Net debt-to-equity ratio)
134%	80%	+54 pts	n/a
Gearing within the meaning of bank covenants3
106%	63%	+43 pts	n/a
ROCE (COI/capital employed4 for previous year)
3%	12%	-9 pts	n/a

• Data rounded to the nearest million.

• Data rounded to higher or lower %.

• Net debt-to-equity ratio, excluding IFRS 16 impact and French state loan to SLN.

• Total shareholders' equity, net debt, site restoration provisions, restructuring and other social risks, less long-term investments, excluding Weda Bay Nickel capital employed.

N.B.: all comments on changes in FY 2020 are with respect to FY 2019, unless otherwise specified. "H1" corresponds to the first half of the year, "H2" to the second half.

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