Maurel : AGM Documents

NOTICE

OF MEETING

GENERAL SHAREHOLDERS' MEETING

(ORDINARY AND EXTRAORDINARY)

Salons Hoche, 9 avenue Hoche, 75008 Paris (France)

Tuesday, 17 May 2022 at 3pm

CONTENTS

INTRODUCTION 3

WAYS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING 4

MORE INFORMATION 7

AGENDA OF THE COMBINED (ORDINARY AND EXTRAORDINARY)

GENERAL SHAREHOLDERS' MEETING OF 17 MAY 2022 10

MESSAGE FROM JOHN ANIS, CHAIRMAN OF THE BOARD OF DIRECTORS

AND FROM OLIVIER DE LANGAVANT, CHIEF EXECUTIVE OFFICER 11

BOARD OF DIRECTORS' REPORT ON THE DRAFT RESOLUTIONS

SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS' MEETING OF 17 MAY 2022 12

COMPLEMENTARY BOARD OF DIRECTORS' REPORT

AMENDMENT TO A DRAFT RESOLUTION PRESENTED BY THE BOARD OF DIRECTORS 21

TEXT OF THE DRAFT RESOLUTIONS 26

SUMMARY STATEMENT OF THE FINANCIAL POSITION OF THE COMPANY AND

THE MAUREL & PROM GROUP FOR 2021 FISCAL YEAR 35

BOARD OF DIRECTORS, SPECIAL COMMITTEES AND MANAGEMENT COMMITTEE 43

INFORMATION RELATING TO THE DIRECTOR THAT THE GENERAL SHAREHOLDERS'

MEETING HAS BEEN ASKED THE APPOINTMENT 44

INFORMATION RELATING TO THE DIRECTORS THAT THE GENERAL SHAREHOLDERS'

MEETING HAS BEEN ASKED TO REAPPOINT 39

REQUEST FOR DOCUMENTS AND INFORMATION 47

INTRODUCTION

Dear Shareholders,

You are hereby invited to a Combined General Shareholders' Meeting (Ordinary and Extraordinary) of

Etablissements Maurel & Prom S.A. (the "Company" or "Maurel & Prom") on:

Tuesday 17 May 2022 at 3 p.m

Salons Hoche 9 avenue Hoche - 75008 Paris

Important note - Covid-19 pandemic

In the context of the global Covid-19 pandemic, we remind those shareholders who would like to physically attend the General Shareholders' Meeting that their attendance will be subject to observance of the sanitary measures applicable at the time the General Shareholders' Meeting is held.

The attendee conditions in the General Shareholders' Meeting may evolve in accordance with the mandatory sanitary and/or legal requirements. Shareholders are therefore invited to regularly consult the page dedicated to the 2022 General Shareholders' Meeting on the Company's website:https://www.maureletprom.fr/fr/investisseurs/assemblees-generales

Formalities required prior to participating in the closed-door General Shareholders' Meeting

Shareholders may participate in the General Shareholders' Meeting regardless of the number of shares they own or the form in which they are held (registered or bearer shares).

Shareholders are entitled to participate in the General Shareholders' Meeting if the shares are registered in their name in a registered share account, or in the name of the authorised intermediary acting on their behalf pursuant to paragraph 7 of Article L. 228-1 of the French Commercial Code, no later than two business days prior to the General Shareholders' Meeting, i.e., by 00:00, Paris time, on Friday 13 May 2022, either in the registered share accounts kept for the Company by its agent CACEIS Corporate Trust or in the bearer share accounts kept by the authorised intermediary bank or broker.

Proof of registration of shares in the bearer shares accounts kept by the authorised intermediary must be provided in the form of a certificate of ownership issued by that intermediary - an electronic certificate is acceptable - and attached to the postal or proxy voting form or to the admission card request issued in the shareholder's name or on behalf of the shareholder represented by the registered intermediary, in accordance with article R. 22-10-28 of the Commercial Code.

A shareholder's certificate of ownership will be issued two business days prior the General Shareholders' Meeting for shareholders who wish to attend the General Shareholders' Meeting in person if they have not received their admission card at least two business days prior to the General Shareholders' Meeting, i.e., by 00:00, Paris time, on Friday 13 May 2022 at the latest.

WAYS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING

Shareholders can choose one of four ways to participate in the General Shareholders' Meeting:

• 1) attending in person;

• 2) voting online by logging in to the secure voting platform VOTACCESS before the General Shareholders'

Meeting;

• 3) voting by post; or

• 4) voting by appointing the Chairman of the General Shareholders' Meeting or a third party as proxy.

For proxy voting forms of shareholders that do not name a proxy, the Chairman of the General Shareholders' Meeting shall vote in favour of proposed resolutions submitted or approved by the Board of Directors and against any other proposed resolutions. To vote otherwise, shareholders must select a proxy who agrees to vote according to the shareholder's instructions.

Once shareholders have requested an admission card or certificate of ownership to attend the General Shareholders' Meeting, have sent a proxy form or their votes by post, they are no longer able to choose another mode of meeting participation.

1) Shareholders who will attend the General Shareholders' Meeting in person

Shareholders who wish to attend the General Shareholders' Meeting in person may request an admission card as follows:

Requesting an admission card by post

For a paper admission card, shareholders must:

For holders of registered shares: registered shareholders automatically receive a voting form along with the notice of meeting. The form must be filled out to specify that the shareholder intends to participate in person and requests an admission card, then signed and returned using the prepaid envelope provided with the notice of meeting or the shareholder may also go directly to the special reception desk on the date of the General Shareholders' Meeting with proof of identity;

For holders of bearer shares: shareholders must ask their authorised intermediary managing the securities account to provide them with an admission card. The request must be sent early enough to reach CACEIS Corporate Trust no later than Friday 13 May 2022.

Requesting an admission card online

Shareholders may request an admission card before the General Shareholders' Meeting via the VOTACCESS platform dedicated to the General Shareholders' Meeting as described below:

For holders of shares in registered form (pure or administered): holders of registered shares must log in to the Olis Actionnaires platform (www.nomi.olisnet.com) by using the ID number displayed at the top right of their voting form. Holders of administered registered shares who are either new shareholders or who have not previously logged in to the website must log in to the same website above and generate a request for an ID number from the CACEIS "Investor Relations" department. They will then receive a letter containing the necessary credentials to connect to the website. Holders of pure registered shares must log in using their usual access codes.

Once logged in to the website, holders of (pure or administered) registered shares should follow the instructions on the screen to access the VOTACCESS website and request an admission card online.

For holders of bearer shares: holders of bearer shares must check with their account-holding institution as to whether or not the institution has access to the VOTACCESS website and if so, whether that access is subject to any special terms of use. Only holders of bearer shares whose account-holding institution has subscribed to theVOTACCESS website will be able to request an admission card online. If the shareholder's account-holding institution uses the VOTACCESS platform, the shareholder must log in to their account-holding institution's web portal using their usual access codes. They must then click on the icon that appears on the line corresponding to their shares in Etablissements Maurel & Prom and follow the screen instructions to access the VOTACCESS website and request an admission card online.

The admission card will be available in accordance with the procedure indicated on the screen. If shareholders have not chosen to receive the card by post, they are responsible for printing the card and presenting it at the entrance.

2) Electronic voting (VOTACCESS)

For holders of shares in registered form (pure or administered): holders of registered shares should log in to the Olis Actionnaires platform (www.nomi.olisnet.com) using the ID number displayed at the top right of the voting form.

Holders of administered registered shares who are either new shareholders or have not previously logged in must log on to the same website mentioned above and generate a request for an ID number from the CACEIS "Investor Relations" department. They will then receive a letter containing the necessary credentials to log in and vote at the General Shareholders' Meeting.

Holders of shares in pure registered form should log in using their usual access codes.

Once logged in, holders of shares in registered form (pure or administered) should follow the screen instructions to access the VOTACCESS website and cast their vote or appoint the Chairman or a third party as proxy.

Holders of shares in bearer form must check with their account-holding institution as to whether or not the institution has access to the VOTACCESS website and, if so, whether that access is subject to specific terms of use. Only holders of bearer shares whose account-holding institution has subscribed to the VOTACCESS website will be able to vote electronically. If the shareholder's account-holding institution uses the VOTACCESS platform, the shareholder must log in to their account-holding institution's web portal using their usual access codes. They must then click on the icon that appears on the line corresponding to their shares in the Company and follow the screen instructions to access the VOTACCESS site and cast their vote or appoint the Chairman or a third party as proxy.

The secure VOTACCESS platform for voting prior to the General Shareholders' Meeting will be open from Friday, 29 April 2022 at 3 p.m., Paris time.

The opportunity to cast a vote or appoint the Chairman of the General Shareholders' Meeting as proxy electronically will end the day before the General Shareholders' Meeting, i.e. Monday, 16 May 2022, at 3 p.m.,

Paris time.

Shareholders are nevertheless advised not to wait until the last day to log in to the website in case there are any delays in receiving their log-in information.

3) Shareholder or proxy voting by mail

Shareholders who wish to vote on paper by post, either themselves or through a proxy, must:

For holders of registered shares (pure or administered): return the postal or proxy voting form - the form will be automatically sent to them together with the notice of meeting by post - using the prepaid reply envelope included with the notice of meeting to CACEIS Corporate Trust, Service Assemblées Générales, 14, rue Rouget-de-Lisle, 92862 Issy-les-Moulineaux Cedex 9.

For holders of bearer shares: request the form from the authorised intermediary managing their securities account, as from the date of notice of the General Shareholders' Meeting. To be taken into account, requests must have been received by the authorised intermediary no later than six days prior to the date of the General Shareholders' Meeting, i.e. by Wednesday, 11 May 2022. Once filled out and signed by the shareholder, the form should be returned to the account-holding institution which will forward the voting form, together with the