Groupe SEB S A : Convening notice 2021 general meeting

CONVENING

NOTICE

Thursday, 20 May 2021 at 3:00 pm

Combined General Meeting of SEB S.A.

Closed doors

Welcome to the Annual General Meeting

Thursday, 20 May 2021 at 3:00 pm

Given the circumstances, the May 20, 2021 General Meeting be held without the physical presence of the shareholders at the company's headquarters in Ecully (Rhône). No attendance fees will be offered.

CONTENTS

Chairman's foreword	3
How do I take part in the Annual General
Meeting?	4
Presentation of the Board of Directors	10
Key figures 2020	12
Business review	16
Agenda of the Annual General Meeting	23
Proposed resolutions and Report
of the Board of Directors	24
Request for documents andbinformation	51

For any information you may require

in relation to the Annual General Meeting, the SEB share service is at your disposal:

By post:

BNP Paribas Securities Services CTO Service Assemblées générales Les grands Moulins de Pantin

9, rue du Débarcadère

93761 Pantin cedex - France

Online:

Contact form available on http://planetshares.bnpparibas.com/login

• GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 20 MAY 2021

Chairman's

foreword

Dear Shareholders,

2020 will remain for the whole world a year of unprecedented health crisis with major economic consequences.

Unlike the previous crises that the Group went through - which were of economic origin - this one surprised us by attacking us on the health plan, forcing us to review our priorities within a very short time.

In this difficult context, the Group recorded very satisfactory results which demonstrate the relevance of its model.

The Group has also stayed on course for the long term by pursuing its external growth strategy with agility with the acquisition of StoreBound, an expert in online community management.

All this could not have been possible without the strength, courage and commitment of all of our employees who have all contributed to getting through this crisis. They have also been able to demonstrate, everywhere in the world, a unique outpouring of solidarity and generosity and I want to thank them once again.

Like last year, unfortunately, I will not be able to meet you in person on this occasion, which is traditionally a special time for dialog and information. I invite you to follow the live video broadcast of this meeting on the Group's corporate website and to send us your questions, either prior to this meeting, by mail or email, or directly on the day of the meeting.

It is also important that many of you decide on the resolutions presented, through remote voting, which will be the only way to express your vote or give your proxy to the Chairman or to a third party.

I wish you and your loved ones all the best, looking forward to meeting you again soon.

Thank you for your trust and loyalty.

Thierry de La Tour d'Artaise

Chairman and CEO

GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 20 MAY 2021

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How do I take part in the Annual General Meeting?

AVERTISSEMENT

In the context of the COVID-19 epidemic, in accordance with Ordinance No. 2020-321 of March 25, 2020 and Decree No. 2020-418 of April 10, 2020 as extended by decree n ° 2021-255 of 9 March 2021, the Annual General Meeting will be held on Thursday, May 20, 2021 at 3:00 p.m. behind closed doors, without the physical presence of the shareholders at the company's headquarters located 112 chemin du Moulin Carron, CAMPUS SEB, 69130 Ecully.

At the date of the convening of the General Assembly, administrative measures limiting or prohibiting travel or collective gatherings for health reasons are an obstacle to the physical presence of its members. The Meeting will be live broadcast on the Group's website www.groupeseb.com.

In this context, votes will not be possible on the day of the General Meeting, no admission card will be issued and shareholders will be able to exercise their voting rights only remotely and prior to the General Meeting.

Shareholders are also encouraged to prioritize transmission of all their requests for documents and / or their questions electronically.

Shareholders are recommended to return their voting form by post without delay in order to avoid possible postal delays.

We inform you that no attendance fees will be granted to shareholders.

PRELIMINARY FORMALITIES REQUIRED TO TAKE PART IN THE ANNUAL GENERAL MEETING

The General Meeting is composed of all shareholders regardless of or the number of their shares (registered or bearer).

In accordance with Article R.22-10-28 of the Commercial Code, the right to participate in the General Meeting is justified by registration of securities in the name of the shareholder or registered intermediary on its own behalf (pursuant to the seventh paragraph of Article L. 228-1 of Commercial Code), on the second day prior to the General Meeting at zero hour Paris time, i.e. May 18, 2021, in the accounts of registered securities held by the Company (or its agent), either in the bearer securities accounts maintained by the authorized intermediary.

Registration of securities in bearer securities accounts held by authorized intermediaries is confirmed by a certificate of participation issued by the latter, and attached as an annex to the voting/proxy form, established in the name of the shareholder or for the account of the shareholder represented by the registered intermediary, in the conditions provided for in Article R.22-10-28 of the Commercial Code.

For the General Meeting of May 20, 2021, this right will be exercised in the legal and regulatory framework defi ned in connection with the health crisis of COVID-19 providing for the holding of General Meetings without the physical presence of shareholders in order to fight against the spread of COVID-19.

No attendance fees will be offered to shareholders.

Shareholders are advised not to wait for the last days to cast their votes at the General Meeting.

• GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 20 MAY 2021

How do I take part in the Annual General Meeting?

HOW TO EXPRESS YOUR VOTE TO THE GENERAL MEETING

The General Meeting of May 20, 2021 being held without the physical presence of its shareholders, no admission card will be issued, shareholders are therefore invited to cast their vote exclusively under the conditions described below and prior to the General Meeting:

• vote by postal voting or by Internet on the VOTACCESS secure voting platform (electronic vote), by expressing his choice for each resolution,
  or
• or give proxy to the Chairman of the General Meeting or to a person of their choice (other shareholder or any othermoral or physical person).

HOW TO POSTAL VOTE OR GIVE PROXY?

1. By post

• Check the box corresponding to your choice of vote: correspondence, proxy to the Chairman of the General Meeting or proxy to a third party.
• In the case of a proxy to the Chairman of the General Meeting, it is recalled that the vote cast is a linked vote, in this sense, imposing to vote "for" the resolutions presented by the Board of Directors and «against» the draft resolutions submitted by the shareholders and non-accredited by the Board of Directors.
• If you vote by post, tick your vote for each resolution by following the instructions on the form.
• If you give proxy to a third party, the name and address of the agent must be clearly mentioned.
• Once the form has been completed, dated and signed in the "Date & signature" box, check your last name, first name and address at the bottom right of the form, and return it to the General Meeting Department of BNP Paribas Securities Services using the enclosed «T» envelope, or at the following address : BNP Paribas Securities Services, CTO Service Meetings General - Les Grands Moulins de Pantin 9, rue du Débarcadère - 93761 Pantin Cedex.
• If you are a registered shareholder, you will receive your form to vote by mail.

2. By electronic means

Shareholders are invited to favour the use of VOTACCESS Internet voting platform. This platform allows shareholders, prior to the holding of the General Meeting, to electronically transmit their voting instructions or appoint or revoke a proxy, quickly and easily.

• The secure site dedicated to voting prior to the General Meeting (VOTACCESS) will be open from April 23, 2021 from from 10 a.m Paris time.
• The possibility of voting by Internet before the General Meeting will take end the day before the meeting, i.e. Wednesday May 19, 2021, at 3 p.m. Paris time. However, it is recommended to shareholders not to wait for this final date to connect to the site in order to take into account any delays for receiving connection passwords.

• If you are a bearer shareholder, you can download a blank form on our spacehttps://www.groupeseb.com/fr/finance/general-assemblyor ask to your account keeper.
• In any cases, it will be necessary to fill in all the information requested legibly then send your form to your financial intermediary who will forward it to BNP Paribas Securities Services accompanied by a certificate of participation. So that your duly completed and signed voting form and, if applicable, your appointment or revocation of proxy is validly taken into account, it must be sent to your account-keeping institution in advance to be received by BNP Paribas Securities Services within the legal deadlines mentioned in this paragraph.
• In all cases, to be taken into account, the voting forms by correspondence or by proxy must be received by the BNP Paribas Securities Services General Meetings Department, at least three days prior to the General Meeting, ie on Monday 17 May 2021.
• Under no circumstances should paper voting forms be returned directly to SEB SA.

Access to the site allowing to cast voting instructions or proxy is described below:

• If your shares are registered, go directly to VOTACCESS via the Planetshares site at the following address :https://planetshares. bnpparibas.com:
• • For pure registered shares: use your identification number and the password that already allowing you to consult your nominative account on Planetshares.
  • For registered shares administered: use the identification number which is at the top right of the paper voting form that you will be addressed. Using your identification number you can get your password by email.

After logging in the Planetshares website, you will follow the instructions on the screen to access the VOTEACCESS secure dedicated website.

GROUPE SEB - CONVENING NOTICE - COMBINED GENERAL MEETING 20 MAY 2021

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