EXEL Industries : Notice of meeting for the OGM of February 7, 2023

EXEL INDUSTRIES

Limited company (société anonyme) with registered capital of €16,969,750

Registered office: 54 rue Marcel Paul, 51200 Épernay Reims Trade and Companies Register 095 550 356

Main office: 78 Boulevard Malesherbes, 75008 Paris

Paris Trade and Companies Register 095 550 356

Notice of Meeting

The shareholders of EXEL Industries are hereby called to an Ordinary General Meeting to be held at 10:30 a.m. on Tuesday, February 7, 2023, Salle Hydra, 8 rue d'Athènes, 75009 Paris, to discuss the following agenda:

Agenda

EXEL Industries - Annual Ordinary General Meeting of February 7, 2023

Draft resolutions

All resolutions fall within the powers of the Ordinary General Meeting

1. Approval of the parent company financial statements for the fiscal year ended September 30, 2022;
2. Approval of the consolidated financial statements for the fiscal year ended September 30, 2022;
3. Net income allocation, dividend approval and dividend payment;
4. Renewal of the term of office of EXEL (SAS) as a director;
5. Renewal of the term of office of Patrick Ballu as a director;
6. Setting of the amount of directors' remuneration;

7 to 10. Vote on the remuneration policy for corporate officers (ex-ante say on pay): approval of the remuneration policy for corporate officers for the 2022/2023 fiscal year for the Chief Executive Officer (7th resolution), the Deputy Chief Executive Officers (8th resolution), the Chairman of the Board of Directors (9th resolution) and the directors (10th resolution);

11 to 16. Vote on remuneration paid during or awarded in respect of the past fiscal year (ex-post say on pay): approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to the remuneration of corporate officers paid in respect of the fiscal year ended September 30, 2022, or awarded in respect of that fiscal year (11th resolution), approval of the components of the remuneration paid during or awarded in respect of the fiscal year ended September 30, 2022, to Patrick Ballu (12th resolution), Yves Belegaud (13th resolution), Marc Ballu (14th resolution), Cyril Ballu (15th resolution) and Daniel Tragus (16th resolution);

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1. Approval of the Statutory Auditors' special report on the regulated agreements referred to in Articles L. 225-38et seq. of the French Commercial Code;
2. Authorization granted to the Board of Directors to purchase Company shares;
3. Powers to carry out formalities.

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DRAFT RESOLUTIONS

First resolution

Approval of the parent company financial statementsfor the fiscal year ended September 30, 2022

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having heard:

• the management report of the Board of Directors for the 2021/2022 fiscal year; and
• the Statutory Auditors' report on the parent company financial statements;

approves the parent company financial statements for the fiscal year beginning on October 1, 2021, and ended on September 30, 2022, as presented to it by the Board of Directors, showing net income of €34,353,167, as well as the transactions reflected in those financial statements or summarized in those reports.

It also acknowledges the transfer to the "Retained Earnings" account, in accordance with the decision from the Annual General Meeting of February 8, 2022, of the dividends allocated in respect of the 2020/2021 fiscal year to the shares held by the Company on the date of their payment, representing a total amount of €2,649.60.

Second resolution

Approval of the consolidated financial statementsfor the fiscal year ended September 30, 2022

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having heard:

• the management report of the Board of Directors for the 2021/2022 fiscal year; and
• the Statutory Auditors' report on the consolidated financial statements;

approves the consolidated financial statements for the fiscal year beginning on October 1, 2021, and ended on September 30, 2022, as presented to it by the Board of Directors, showing consolidated net income of €28,582,000, as well as the transactions reflected in those financial statements or summarized in those reports.

Third resolution

Net income allocation, dividend approvaland dividend payment

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings,

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1- resolves:

• to allocate the profit for the 2021/2022 fiscal year, which amounts to €34,353,167 plus retained earnings amounting to €343,183,223
  forming a distributable profit of €377,536,390

as follows:

• to the shareholders, an amount of €7,127,295, in order to pay a dividend of €1.05 per share,
• for the balance to retained earnings, the credit balance of which is thus increased from €343,183,223 to €370,409,095.

2- resolves that the ex-dividend date is set for February 10, 2023, and that the payment date is set for February 14, 2023,

3- resolves that the dividend that cannot be paid to treasury shares will be allocated to the retained earnings account.

Pursuant to Article 243 bis of the French General Tax Code, we hereby provide the amount of dividends paid over the previous three fiscal years:

Fiscal year	Dividend per share
2018/2019	€0
2019/2020	€0
2020/2021	€1.60

For individuals domiciled for tax purposes in France, the dividend is subject either to a flat-rate tax on the gross dividend at the rate of 12.8% (Article 200 A of the French General Tax Code), or, optionally, to income tax according to the progressive scale after an allowance of 40% (Article 200 A, 2. and 158.3.2° of the French General Tax Code). The dividend is also subject to social security contributions at the rate of 17.2%.

Fourth resolution

Renewalof the term of office of EXEL SAS as a director

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, notes that the term of office as director of EXEL (SAS) expires at the end of this meeting and resolves to renew this term for a period of six (6) years expiring at the close of the Ordinary General Meeting called in 2029 to approve the financial statements for the fiscal year ending on September 30, 2028.

EXEL (SAS) has previously agreed to accept the renewal of its term of office.

Fifth resolution

Renewalof the term of office of Patrick Ballu as a director

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, notes that the term of office as director of Patrick Ballu expires at the end of this meeting and resolves to renew this term for a period of six (6) years expiring at the close of the Annual Ordinary General Meeting called in 2029 to approve the financial statements for the fiscal year ending on September 30, 2028.

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Patrick Ballu has previously agreed to accept the renewal of his term of office.

Sixth resolution

Setting of the amount of directors' remuneration

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, sets the maximum total annual amount of remuneration awarded to directors at €156,000 as from today.

This decision applies until the Annual General Meeting resolves otherwise.

The Board of Directors may freely allocate this total annual amount among its directors and, if it so wishes, resolve to use only part of this amount in view of the work of the Board of Directors during the period in question.

Seventh resolution

Approval of the remuneration policy for the Chief Executive Officerfor the 2022/2023 fiscal year (ex- antesay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code and included in the 2021/2022 Universal Registration Document (section 2.6.1), approves, pursuant to Article L. 22-10-8, II of the French Commercial Code, the remuneration policy applicable to the Chief Executive Officer by virtue of his office, as presented in that report.

Eighth resolution

Approval of the remuneration policy for the Deputy Chief Executive Officersfor the 2022/2023 fiscal year (ex-antesay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code and included in the 2021/2022 Universal Registration Document (section 2.6.1), approves, pursuant to Article L. 22-10-8, II of the French Commercial Code, the remuneration policy applicable to the Deputy Chief Executive Officers by virtue of their office, as presented in that report.

Ninth resolution

Approval of the remuneration policy for the Chairman of the Board of Directorsfor the 2022/2023 fiscal year (ex-antesay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code and included in the 2021/2022 Universal Registration Document (section 2.6.1), approves, pursuant to Article L. 22-10-8, II of the French Commercial Code, the remuneration policy applicable to the Chairman of the Board of Directors by virtue of his office, as presented in that report.

Tenth resolution

Approval of the remuneration policy for directors for the 2022/2023 fiscal year (ex-antesay on pay)

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The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code and included in the 2021/2022 Universal Registration Document (section 2.6.1), approves, pursuant to Article L. 22-10-8, II of the French Commercial Code, the remuneration policy applicable to the directors by virtue of their office, as presented in that report.

Eleventh resolution

Approval of the information referred to in Article L. 22-10-9 I of the French Commercial Code relating to the remuneration of corporate officerspaid in respect of the fiscal year ended September 30, 2022, or granted in respect of that fiscal year (ex-postsay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, drawn up in accordance with Article L. 225-37 of the French Commercial Code and included in the 2021/2022 Universal Registration Document (section 2.6.2), approves, pursuant to Article L. 22-10- 34, I of the French Commercial Code, the information set out in that report and mentioned in Article L. 22-10-9, I of the French Commercial Code relating to the remuneration paid in respect of the fiscal year ended September 30, 2022, or awarded in respect of that fiscal year to the Company's corporate officers by virtue of their office.

Twelfth resolution

Approval of the components of the remuneration paid during the fiscal year ended on September 30, 2022, to Patrick Ballu in his capacity as Chairman of the Board(ex-postsay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance included in the 2021/2022 Universal Registration Document (section 2.6.2), approves, pursuant to Article L. 22-10-34, II of the French Commercial Code, the fixed, variable and exceptional components comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2022, to Patrick Ballu, in his capacity as Chairman of the Board of Directors, as presented in that report.

Thirteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended on September 30, 2022, to Yves Belegaud in his capacity as Chief Executive Officer(ex-postsay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance included in the 2021/2022 Universal Registration Document (section 2.6.2), approves, pursuant to Article L. 22-10-34, II of the French Commercial Code, the fixed, variable and exceptional components comprising the total remuneration and benefits of any kind paid during the fiscal year ended September 30, 2022, to Yves Belegaud, in his capacity as Chief Executive Officer, as presented in that report.

Fourteenth resolution

Approval of the components of the remuneration paid during the fiscal year ended September 30, 2022, to Marc Ballu, in his capacity as Deputy Chief Executive Officer(ex-postsay on pay)

The Annual General Meeting, ruling under the conditions of quorum and majority required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance included in the 2021/2022 Universal Registration Document (section 2.6.2), approves, pursuant to

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