Focus Entertainment : Meeting Call Notice Shareholders' Meeting

BULLETIN DES ANNONCES LEGALES OBLIGATOIRES (French Gazette)

TRANSLATION FOR INFORMATION PURPOSE ONLY

FOCUS ENTERTAINMENT

A public limited company (société anonyme) with share capital of €7,780,711.20

Parc de Flandre "Le Beauvaisis" Bâtiment 28

11, Rue de Cambrai - 75019 Paris

RCS Paris 399 856 277

(the "Company")

MEETING CALL NOTICE

The shareholders are convened to a Combined Ordinary and Extraordinary Shareholders' Meeting to be held at 9 o'clock in the morning on Thursday, 22 September 2022 at Parc de Flandre, 11 Rue de Cambrai, 75019 Paris.

WARNING - EPIDEMIOLOGICAL

SITUATION

In relation to the COVID-19 epidemic, the procedures of convening and holding the General Meetings are subject to change to comply with the provisions and regulations in force on the date of such General Meeting.

Shareholders are asked to consult the General Meeting section on the Company website (https://investor.focus- entmt.com/fr/meetings), which will be updated to clarify, where necessary, the definitive procedures for attending the General Meeting, depending on the health and/or legal regulations that may apply subsequent to this notice being published.

AGENDA

1. WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING

1. Approval of the corporate financial statements for the year ended on 31 March 2022 and discharge of the former members of the Management Board and Supervisory Board for the fulfilment of their mandate for the year ended;
2. Approval of the consolidated financial statements for the fiscal year ended 31 March 2022;
3. Approval of the expenses and charges specified by Article 39-4 of the French General Tax Code;
4. Allocation of profit for the year;

1. Approval, in application of articles L.225-38 and L.225-40 of the French Commercial Code, of the regulated agreement stipulated with Christophe Nobileau and specified in the
   Auditor's Special Report;
2. Authorisation to be given to the Board of Directors for the Company's purchase of its own shares in accordance with Article L.22-10-62 of the French Commercial Code;

II. WITHIN THE AUTHORITY OF THE EXTRAORDINARY GENERAL MEETING

1. Delegation of authority to the Board of Directors to decide to issue shares and/or securities giving immediate or future access to capital, or giving the right to a debt security with elimination of the preferential subscription right for shareholders for the benefit of categories of beneficiaries;
2. Authorisation to be granted to the Board of Directors to increase the number of shares issued in accordance with the provisions of Article L.225-135-1 of the French Commercial Code, in the event of application of the delegation of authority referred to in the seventh resolution;
3. Delegation of competence to the Board of Directors to decide on a share capital increase for cash with the elimination of pre-emptive rights of subscription to the benefit of employees adhering to a company savings plan;
4. Authorisation to be given to the Board of Directors in order to reduce the share capital by cancelling treasury shares;

III. WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING

1. Powers for formalities.

TEXT OF THE RESOLUTIONS SUBJECTED TO THE GENERAL MEETING OF

SHAREHOLDERS

1. WITHIN THE AUTHORITY OF THE ORDINARY GENERAL MEETING

FIRST RESOLUTION

(Approval of the corporate financial statements for the year ended on 31 March 2022 and discharge of the former members of the Management Board and Supervisory Board for the execution of their mandates for the year ended)

The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered:

• the Management Report drawn up by the Board of Directors;
• the Auditors' Report on the Corporate Financial Statements for the fiscal year ended 31 March 2022,

Approves the Annual Accounts, namely the Balance Sheet, the Income Statement and the Notes ended on 31 March 2022, as they were presented, as well as the transactions reflected in these accounts and summarised in these reports.

Therefore, the General Meeting fully and without reservation discharges the former members of the Management Board and the Supervisory Board for the execution of their mandates for the year ended.

SECOND RESOLUTION

(Approval of the Consolidated Financial Statements for the fiscal year ended 31 March 2022)

The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered:

• the Management Report drawn up by the Board of Directors;
• the Auditors' Report on the Consolidated Financial Statements for the fiscal year ended 31
  March 2022,

Approves the Consolidated Accounts, namely the Balance Sheet, the Income Statement and the Notes ended on 31 March 2022, as they were presented, as well as the transactions reflected in these accounts and summarised in these reports.

THIRD RESOLUTION

(Approval of the expenses and charges specified by article 39-4 of the French General Tax Code)

The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report, the

Auditors' Report on Consolidated Statements, ruling under the conditions of Article 223 quater of the French Tax Code,

Finds there were no non-tax-deductible expenses or charges as referred to in Article 39-4 of the French Tax Code, during the fiscal year ended 31 March 2022.

FOURTH RESOLUTION

(Allocation of profit for the year)

The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report and after having confirmed that the Balance Sheet of the fiscal year ended on 31 March 2022 shows a net profit of €6,018,017.14, resolves, on the Board of Directors' proposal, to allocate this profit to "Retained earnings", which thus comes to €47,942,160.19.

The General Meeting, ruling under the conditions required for Ordinary General Meetings as to quorum and majority, after having considered the Board of Directors' Management Report, duly notes, pursuant to the provisions of Article 243 bis of the French Tax Code, that the dividends distributed over the last three fiscal years were as follows:

				Abatement referred to in 2° Article
				158-3 of the French General Tax
For the financial	Dividend per share	Dividend	Distribution in	Code
ending on	distributed	shares	Eligible for the	Non-eligible for
				40% abatement	the 40% abatement
31 March 2021	0	0	0	-	-
31 March 2020	0	0	0	-	-
31 March 2019	0.68	3,470,824.04	709,587.60	3,470,824.04	-

FIFTH RESOLUTION

(Approval, in application of articles L.225-38 and L.225-40 of the French Commercial Code, the regulated agreement stipulated with Christophe Nobileau and specified in the Auditor's Special Report)

The General Shareholders' Meeting, acting with the quorum and majority required for ordinary general shareholders' meetings, having taken note of the special report by the auditors, in accordance

with the provisions of Article L.225-40 of the French Commercial Code,

Acknowledges the conclusions of this special report and approves the non-competition clause stipulated with Christophe Nobileau under the terms set forth in this special report.

SIXTH RESOLUTION

(Authorisation to be given to the Board of Directors for the purchase by the Company of its own

shares in accordance with Article L.22-10-62 of the French Commercial Code)

The general assembly, ruling under the conditions required by Ordinary General Assemblies as to quorum and majority,

After having considered the Board of Directors' report and in conformity with European

Regulation No. 596/2014 of the European Parliament and of the Council of 16 April 2014 and the

provisions of article L.22-10-62 of the French Commercial Code,

Authorises the Board of Directors, with powers to sub-delegate under legal conditions, to purchase or to request the purchase, on one or more occasions, the shares of the Company, for an amount of shares that does not exceed 10% of the Company's share capital (at any given time, this percentage applies to capital adjusted according to the operations that modify it thereafter),

Decides that the Company's buyback of its own shares will have as a purpose:

• the attribution or allocation of shares to the benefit of employees and representatives of the Company or companies related to it or which will be related to it under the conditions defined by applicable provisions of law, notably for the exercise of stock options, the free allocation of shares and employee shareholding transactions reserved for members of company savings plans;
• delivery or exchange of shares for the exercise of rights attached to transferable securities giving future equity in the Company;
• their use during any hedging operations for the Company's commitments under financial instruments linked to the evolution of the Company's share price;
• the retention of shares and their subsequent delivery as payments or in exchange within