Translation for convenience only. The French version of this document prevails.

GUILLEMOT CORPORATION

Joint stock company with capital of €11,771,359.60

Registered office: Place du Granier, BP 97143, 35571 Chantepie Cedex

414 196 758 R.C.S. RENNES

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CONVOCATION NOTICE

Shareholders are convened to a combined general meeting (ordinary and extraordinary) to be held on Thursday, May 27, 2021, at 10:00 AM, in Carentoir (56910), 2 rue du Chêne Héleuc.

Warning

Given the current context of the health crisis and with regard to the administrative measures that could be taken as part of the Covid-19 epidemic, the company warns its shareholders that the conditions for holding and participating in the combined general meeting could be required to evolve according to health and/or legal and regulatory requirements.

The company will keep shareholders informed of any possible evolution relating to the conditions of participation in the general meeting.

Shareholders are thus invited to regularly visit the company's website www.guillemot.com(heading Financial and Regulated Information/This year/General Meetings) which may be updated to advise of the final conditions of participation in the general meeting depending on health and/or legal and regulatory requirements.

The general meeting will be called upon to deliberate on the following agenda:

Within the remit of the ordinary general meeting:

  • Board of Directors' reports,
  • Independent Auditors' reports,
  • Approval of December 31, 2020 year-end financial statements,
  • December 31, 2020 year-end net income appropriation,
  • Approval of December 31, 2020 year-end consolidated financial statements,
  • Approval of agreements stipulated in Article L.225-38 of the Commercial Code,
  • Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Claude Guillemot, President and Managing Director,
  • Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Michel Guillemot, Deputy Managing Director,
  • Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Yves Guillemot, Deputy Managing Director,
  • Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Gérard Guillemot, Deputy Managing Director,
  • Approval of the compensation elements paid during the course of or awarded for the year ended December 31, 2020 to Mr. Christian Guillemot, Deputy Managing Director,
  • Approval of information mentioned in I of Article L.22-10-9 of the Commercial Code relating to the compensation of directors and officers,
  • Approval of the compensation policy for directors and officers in accordance with II of Article L.22-10-8 of the Commercial Code,
  • Authorization to be given to the Board of Directors to carry out transactions on company shares,
  • Fulfillment of the legal formalities consecutive to the ordinary general meeting.

Within the remit of the extraordinary general meeting:

  • Board of Directors' report,
  • Independent Auditors' reports,
  • Authorization to be given to the Board of Directors to proceed with capital reduction via cancellation of company shares,

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Translation for convenience only. The French version of this document prevails.

  • Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with preservation of preferred subscription rights,
  • Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of a public offer or offers other than those referred to in 1 of Article L.411-2 of the Monetary and Financial Code,
  • Delegation of authority to be given to the Board of Directors to issue ordinary shares, equity securities giving access to other equity securities or granting the right to the allocation of debt securities, marketable securities giving access to equity securities to issue, with removal of preferred subscription rights, as part of an offer or offers stipulated in 1 of Article L.411-2 of the Monetary and Financial Code,
  • Authorization to be given to the Board of Directors to set, within the limit of 10% of the company's capital per year, the issue price of equity securities to be issued by way of a public offer or offers other than those referred to in 1 of Article L.411-2 of the Monetary and Financial Code or by way of an offer or offers stipulated in 1 of Article L.411-2 of the Monetary and Financial Code,
  • Authorization to be given to the Board of Directors to increase the amount of the issues which may be decided upon pursuant to the fifteenth, sixteenth and/or seventeenth resolutions, in the event of excess demand,
  • Delegation of powers to be given to the Board of Directors to proceed with capital increases, in order to remunerate contributions in kind granted to the company and composed of equity securities or marketable securities giving access to capital,
  • Delegation of authority to be given to the Board of Directors to proceed with capital increases reserved for members of a corporate or group savings plan,
  • Authorization to be given to the Board of Directors to proceed with the bonus issue of company shares to salaried employees and/or executive directors of the company and/or of related companies,
  • Authorization to be given to the Board of Directors to grant stock options to salaried employees and/or executive directors of the company and/or of related companies,
  • Setting the overall ceiling for capital increases,
  • Amendment of Article 14 of the bylaws,
  • Fulfillment of the legal formalities consecutive to the extraordinary general meeting.

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A- Prior formalities to be carried out in order to participate in the general meeting

All shareholders, whatever the number of shares they hold, may take part in this general meeting:

  • either by attending personally; or
  • through voting by post; or
  • by being represented namely by granting a proxy to the Chairman of the general meeting or to any other natural or legal person of their choice.

In order to participate in the general meeting, shareholders must provide proof of their shareholding status, whatever method of participation they have chosen.

Proof of the right to participate in the general meeting is provided by way of the book-entry of the securities held in the shareholder's name (or in the name of the intermediary registered for their account, pursuant to paragraph 7 of Article L.228-1 of the Commercial Code) by the second working day preceding the meeting date at zero hour, Paris time:

  • either in the registered securities accounts held by the company, for shareholders with registered securities;
  • or in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the

Monetary and Financial Code, for shareholders with bearer securities.

Entry of securities in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the Monetary and Financial Code, is certified by way of a certificate of participation delivered by this intermediary and appended to the form for voting by post, to the form for voting by proxy or to the admission card request, drawn up in the name of the shareholder (or for the account of the shareholder represented by the registered intermediary).

A certificate of participation is also delivered to shareholders wishing to take part in the meeting in person and not having received their admission card by the second working day preceding the meeting date at zero hour, Paris time.

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Translation for convenience only. The French version of this document prevails.

As the general meeting is set to take place on May 27, 2021, the deadline which represents the second working day preceding the meeting date at zero hour, Paris time, will be: Tuesday, May 25, 2021 at zero hour, Paris time. Only shareholders fulfilling the conditions set out in point A of this notice on said date shall be authorized to participate in the meeting of shareholders.

B- Methods of participation in the general meeting

For this general meeting, no voting by way of electronic or telecommunication methods is authorized. Consequently, no website as stipulated in Article R.225-61 of the Commercial Code will be set up to this effect.

1. Physical attending to the general meeting

Shareholders wishing to participate in the general meeting in person may request an admission card as follows:

  • for shareholders with registered securities: by requesting an admission card from Guillemot

Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0)2.99.93.20.40 or by electronic mail (email) to ag2021@guillemot.fr), using the form which will be sent to them by the company in the personal meeting notification.

In the event shareholders with registered securities do not receive their admission card, in such a case, they can present themselves on the day of the general meeting, along with a proof of identity;

  • for shareholders with bearer securities: by requesting that the authorized intermediary responsible for managing their securities account sends a certificate of participation to Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France (or by fax at +33 (0)2.99.93.20.40 or by electronic mail (email) to ag2021@guillemot.fr), who will then send the shareholder an admission card, in light of the certificate of participation received from said intermediary.
    Shareholders with bearer securities who have not received their admission card by May 25, 2021 at zero hour, Paris time, may directly deliver the certificate of participation issued by the authorized intermediary responsible for managing their securities account.
    Shareholders with bearer securities must present themselves on the day of the general meeting, along with a proof of identity and their admission card (or the certificate of participation sent to them by the authorized intermediary responsible for managing their securities account).

2. Vote by post - Proxy to the Chairman of the general meeting - Proxy to the company without indicating any representative name

The single form for voting by post or by proxy is available on the company's website (www.guillemot.com).

Shareholders with registered securities will receive the single form for voting by post or by proxy in their personal meeting notification.

Shareholders may also request the single form for voting by post or by proxy to the intermediary responsible for managing their securities account, or to the company:

  • either to the following postal address: Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France
  • either by fax to +33 (0)2 99 93 20 40
  • either by electronic message (email) to the following electronic address:ag2021@guillemot.fr

To be honored, the form request must be received no later than six days before the date of the general meeting (i.e. no later than May 21, 2021).

In order to be taken into account by the company Guillemot Corporation S.A., the single form for voting by post or by proxy, duly completed and signed, must be received by the company at least three days prior to the general meeting date (namely by May 23, 2021):

  • either to the following postal address: Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France, or
  • either by fax to +33 (0)2 99 93 20 40, or
  • either by electronic message (email) to the following electronic address:ag2021@guillemot.fr

For shareholders with bearer securities, in order to be taken into account, this form must be accompanied by the certificate of participation delivered by the intermediary in charge of their securities account.

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Translation for convenience only. The French version of this document prevails.

For any proxy granted by a shareholder without specification of a representative, the Chairman of the general meeting shall deliver a vote in favor of the adoption of the draft resolutions presented or agreed upon by the Board of Directors, and a vote against the adoption of any other draft resolutions. To deliver a different type of vote, the shareholder must select a representative who agrees to vote as indicated by the shareholder.

3. Proxy with indication of a representative (other than the Chairman of the general meeting)

The single form for voting by post or by proxy is available on the company's website (www.guillemot.com).

Shareholders with registered securities will receive the single form for voting by post or by proxy in their personal meeting notification.

Shareholders may also request the single form for voting by post or by proxy to the intermediary responsible for managing their securities account, or to the company:

  • either to the following postal address: Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France
  • either by fax to +33 (0)2 99 93 20 40
  • either by electronic message (email) to the following electronic address:ag2021@guillemot.fr

Shareholders wishing to appoint a representative shall notify the appointment of their representative to the company:

  • either to the following postal address: Guillemot Corporation S.A., Service Juridique, BP 2, 56204 La Gacilly Cedex, France
  • either by fax to +33 (0)2 99 93 20 40
  • either electronically, pursuant to the terms of Article R.225-79 of the Commercial Code, according to the following methods:
    • for shareholders with registered securities: by sending an electronic mail (email) tomandats-ag-mai2021@guillemot.frwhich must be completed with an electronic signature which they have obtained from an authorized third-partycertifier, and specify their family name, first name, and address, along with the family name and first name of the appointed representative;
    • for shareholders with bearer securities: by sending an electronic mail (email) to mandats-ag-mai2021@guillemot.frwhich must be completed with an electronic signature which they have obtained from an authorized third-party certifier, and specify their family name, first name, and address, along with the family name and first name of the appointed representative. It is imperative that notification of the appointment of a representative be accompanied by the certificate of participation issued by the authorized intermediary responsible for managing their securities account.

In all cases, for shareholders with bearer securities, the notification of the appointment of a representative must be accompanied by the certificate of participation issued by the authorized intermediary responsible for managing their securities account.

The authorization may be revoked according to the same methods as those required for appointment of a representative.

Only notifications of appointment or revocation, duly notified and signed, received by the company up to the fourth day prior to the meeting date (namely by May 23, 2021 at the latest) shall be taken into account.

The mandats-ag-mai2021@guillemot.fremail address is reserved for appointments and revocations of representatives; any other request or notification sent electronically to this address and relating to another subject shall not be taken into account and/or processed.

4. Modification of voting instructions

In the event whereby a shareholder has already delivered his or her vote by post or submitted a proxy or requested an admission card or a certificate of participation, said shareholder cannot choose another method of participating in the general meeting.

C- Written questions

Shareholders have the right to submit questions in writing to the Board of Directors.

These questions must be submitted to the Chairman of the Board of Directors by the fourth working day preceding the meeting date at the latest (namely by May 20, 2021 at the latest):

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Translation for convenience only. The French version of this document prevails.

  • either by register letter with acknowledgement of receipt at the company's registered office Guillemot Corporation S.A., Service Juridique, Place du Granier, BP 97143, 35571 Chantepie Cedex, France
  • either by fax to +33 (0)2 99 93 20 40
  • either by electronic message (email) to the following electronic address:ag2021@guillemot.fr

When submitted by a shareholder holding bearer securities, they must be accompanied by a certificate of registration in the bearer securities accounts held by an intermediary, as stipulated in Article L.211-3 of the Monetary and Financial Code.

D- Shareholder information

The information and documents stipulated in Article R22-10-23 of the Commercial Code are published on the website of the company Guillemot Corporation S.A. (www.guillemot.com) under the "General meetings" heading, which can be accessed by way of the following sections: Financial and Regulated Information/This year.

These documents are also available to shareholders at the following address: 2 rue du Chêne Héleuc, 56910 Carentoir, France.

Moreover, they will be sent to shareholders who have proven their shareholding status, free of charge, upon request by said shareholders, at the postal address or the electronic address mentioned in their request.

The meeting notice containing the draft text of resolutions was published in the Bulletin des Annonces Légales Obligatoires on April 21, 2021 (Bulletin No.48).

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Guillemot Corporation SA published this content on 12 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 May 2021 08:59:01 UTC.