Roche Bobois S A : Agenda and Draft resolutions

COMBINED GENERAL MEETING OF 15 JUNE 2022

AGENDA AND DRAFT RESOLUTIONS

TRANSLATION FOR INFORMATION PURPOSES ONLY

AGENDA

Resolutions within the competence of the ordinary general meeting

1 - Approval of the annual financial statements for the financial year ended 31 December 2021

2 - Approval of the consolidated financial statements for the financial year ended 31 December 2021

3 - Allocation of the result of the financial year ended 31 December 2021

4 - Approval of the agreements referred to in articles L. 225-86 and seq. of the commercial code,

5 - Approval of the compensation policy applicable to officers

6 - Approval of the information referred to in paragraph I of article L. 22-10-9 of the commercial code concerning the officers

7 - Approval of the elements of compensation paid or allocated to Jean-Eric Chouchan, chairman of the supervisory board, in connection with the 2021 financial year

8 - Approval of the elements of compensation paid or allocated to Guillaume Demulier, chairman of the management board, in connection with the 2021 financial year

9 - Approval of the elements of compensation paid or allocated to Eric Amourdedieu, member of the management board and managing director, in connection with the 2021 financial year

10 - Approval of the elements of compensation paid or allocated to Antonin Roche, member of the management board, in connection with the 2021 financial year

11 - Approval of the elements of compensation paid or allocated to Matin Gleize, member of the management board, in connection with the 2021 financial year

12 - Determination of the amount of the remuneration allocated to the supervisory board

13 - Authorization to be granted to the management board to implement a share buy-back program

Resolutions within the competence of the extraordinary general meeting

14 - Authorization to be granted to the management board to attribute free existing or new shares in accordance with the provisions of articles L. 225-197-1 and seq. of the commercial code

Power for formalities

15 - Power for formalities

DRAFT RESOLUTIONS

Resolutions within the competence of the ordinary general meeting

FIRST RESOLUTION

Approval of the annual financial statements for the financial year ended 31 December 2021

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined:

• the management report of the management board on the annual financial statements, the activity and the situation of the Company during the financial year ended 31 December 2021, and the report of the supervisory board on such accounts; and
• the report of the statutory auditors on the annual financial statements of said financial year,

approves, as presented, the annual financial statements of the Company of the financial year ended 31 December 2021 which show an accounting profit of 5 112 010,79 €, as well as the transactions reflected in these accounts or summarized in these reports.

18, rue de Lyon 75012

PARIS -FRANCE

Tél. [phone] [e-mail]

SA au capital de 49 560 615 € R.C.S. PARIS 493 229 280 Siège social : 18, rue de Lyon - 75012 PARIS

www.roche-bobois.com

The general meeting acknowledges that no non-deductible charge referred to in article 39-4 of the general tax code has been registered during the financial year ended 31 December 2021 by the Company.

Consequently, the general meeting gives the officers discharge of their mandate for the financial year ended 31 December 2021.

SECOND RESOLUTION

Approval of the consolidated financial statements for the financial year ended 31 December 2021

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined:

• the management report of the management board on the consolidated financial statements, the activity and the situation of the group during the financial year ended 31 December 2021, and the report of the supervisory board on such accounts; and
• the report of the statutory auditors on the consolidated financial statements of said financial year,

approves, as presented, the consolidated financial statements of the financial year ended 31 December 2021 which show a net consolidated profit of 18 793 K€ and a net consolidated profit - group share of 18 735 K€, as well as the transactions reflected in these accounts or summarized in these reports.

THIRD RESOLUTION

Allocation of the result of the financial year ended 31 December 2021

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, approves the proposal of the management board and decides to allocate the result of financial year as follows:

Origin of result to be allocated
Result of the financial year ended 31 December 2021	5 112 010.79	€
Positive balance of the "Retained earnings" account	8 572 850.69	€
I.e. a distributable income of	13 684 861.50	€
Allocation voted
Distribution of a dividend of 1 € per share	*9 912 123.00	€
Allocation of the balance to the "Retained earnings" account	3 772 738.50	€

• Amount corresponding to the dividend distributed to all shares making the share capital, which will be adjusted to take into account treasury shares not eligible to such dividend before the payment date.

The general meeting recognizes that it has been informed that for natural persons having their tax residence in France, this dividend is subject to a flat tax of 12.8% (article 200 A 1 of the general tax code) or, as an exception and upon express and global option, to income tax with a rebate of 40% (articles 200 A 2 dand 158-3 2° of the general tax code). The dividend is also subject to social taxes at the rate of 17.2%

The general meeting grants all necessary powers to the management board to determine the dividend payment terms. The general meeting authorizes the management board to transfer to the "Retained earnings" account the amount of the dividend not distributed in the event of variation of the number of shares eligible to the distribution decided pursuant to this resolution, including in particular the treasury shares owned by the Company on the payment date.

In accordance with the law, the general meeting notes that the dividends distributed during the last three financial years were as follows:

Financial year ended	Revenues eligible to the rebate	Revenues not eligible to the rebate(1)
Dividend (€)	Other revenues (€)	Dividends (€)	Other Revenues (€)
31/12/2020	3 214 671.50	-	1 720 072.50	-
21/12/2020(2)	643 507.10	-	344 014.50	-
31/12/2019	642 978.00	-	344 014.50	-
31/12/2018	1 799 367.36	-	963 240.60	-

1. Revenues distributed to owners of registered shares.
2. Distribution of amounts taken out of the "Retained earnings" account decided by the general meeting of 21 December 2020.

FOURTH RESOLUTION

Special report from the statutory auditors on undertakings and agreements referred to in articles L. 225-86 and seq. of the commercial code and approval of such undertakings and agreements

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the special report of the statutory auditors on undertakings and agreements referred to in articles L. 225-86 and seq. of the commercial code, acknowledges that no new such undertaking or agreement has been subscribed or entered into during the last financial year.

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FIFTH RESOLUTION

Approval of the compensation policy applicable to officers

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-26 II the compensation policy applicable to officers as presented in paragraph 13.1.1 of the 2021 universal registration document of the Company.

SIXTH RESOLUTION

Approval of the information referred to in paragraph I of article L. 22-10-9 of the commercial code concerning the officers

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 I, the information referred to in paragraph I of article L. 22-10-9 set out in paragraph 24.3.1 of the 2021 universal registration document of the Company.

SEVENTH RESOLUTION

Approval of the elements of compensation paid or allocated to Jean-Eric Chouchan, chairman of the supervisory board, in connection with the 2021 financial year

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 II, the fixed, variable and exceptional amounts included in the total compensation as well as any advantage in kind paid or allocated to Jean-Eric Chouchan in connection with his office as chairman of the supervisory board for the 2021 financial year, as set forth in paragraphs 13.1.2 and 24.3.1 of the 2021 universal registration document of the Company.

EIGHTH RESOLUTION

Approval of the elements of compensation paid or allocated to Guillaume Demulier, chairman of the management board, in connection with the 2021 financial year

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 II, the fixed, variable and exceptional amounts included in the total compensation as well as any advantage in kind paid or allocated to Guillaume Demulier in connection with his office as chairman of the management board for the 2021 financial year, as set forth in paragraphs 13.1.2 and 24.3.1 of the 2021 universal registration document of the Company.

NINETH RESOLUTION

Approval of the elements of compensation paid or allocated to Eric Amourdedieu, member of the management board and managing director, in connection with the 2021 financial year

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 II, the fixed, variable and exceptional amounts included in the total compensation as well as any advantage in kind paid or allocated to Eric Amourdedieu in connection with his office as member of the management board and managing director for the 2021 financial year, as set forth in paragraphs 13.1.2 and 24.3.1 of the 2021 universal registration document of the Company.

TENTH RESOLUTION

Approval of the elements of compensation paid or allocated to Antonin Roche, member of the management board, in connection with the 2021 financial year

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 II, the fixed, variable and exceptional amounts included in the total compensation as well as any advantage in kind paid or allocated to Antonin Roche in connection with his office as member of the management board for the 2021 financial year, as set forth in paragraphs 13.1.2 and 24.3.1 of the 2021 universal registration document of the Company.

ELEVENTH RESOLUTION

Approval of the elements of compensation paid or allocated to Martin Gleize, member of the management board, in connection with the 2021 financial year

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the corporate governance report of the supervisory board referred to in the last paragraph of article L. 225-68 of the commercial code, approves, in accordance with the provisions of article L. 22-10-34 II, the fixed, variable and exceptional amounts included in the total compensation as well as any advantage in kind paid or allocated to Martin Gleize in connection with his office as

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member of the management board for the 2021 financial year, as set forth in paragraphs 13.1.2 and 24.3.1 of the 2021 universal registration document of the Company.

TWELFTH RESOLUTION

Determination of the amount of the remuneration allocated to the supervisory board

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, resolves to fix the global annual amount of the remuneration allocated to the supervisory board and the audit committee to 250 000 €. The allocation of such remuneration between the members of the supervisory board and the audit committee shall be determined by the supervisory board. This resolution enters into force with effect from the beginning of the current financial year and shall remain in effect until further decision.

THIRTEENTH RESOLUTION

Authorization to be granted to the management board to implement a share buy-back program

The general meeting, ruling under quorum and majority conditions required for ordinary general meetings, after having examined the report of the management board,

• Authorizes the management board, with the possibility to subdelegate in the conditions set out by law, for an eighteen- month period beginning on the date of this general meeting, to buy-back shares of the Company in accordance with the provisions of articles L. 22-10-62 and seq. of the commercial code and the general regulation of the financial markets Authority,
• Decides that the prior approval of the supervisory board is required for the management board to be able to use this authorization,
• Decides that the acquisition, sale or transfer of shares may be realized, in one or more times, by any means, on or off the market, including by block trades, public offers, options or derivatives, in the conditions set forth by market authorities and applicable legislation,
• Decides that the authorization may be used for the following purposes:
• • ensuring the liquidity of the shares of the Company pursuant to a liquidity agreement entered into with a financial services provider in accordance with applicable legislation;
  • complying with obligations under stock option, free share or employee saving plans or other share allocations to employees or officers of the Company or its affiliates, as well as carrying out any hedging transactions relating to these allocations in the conditions and in accordance with the provisions of applicable legislation;
  • delivering of shares further to the exercise of financial instruments giving access to the share capital as well as carrying out any hedging transactions relating to these operations in the conditions and in accordance with the provisions of applicable legislation;
  • buying back shares to keep them and deliver them in exchange or payment as part of future potential acquisition transactions, in accordance with market practices admitted by the financial market Authority;
  • cancelling all or part of the shares bought back in accordance with the twentieth resolution of this general meeting, subject to its adoption, or any other resolution adopted by the general meeting in accordance with its terms; or
  • more generally, for any other purpose that may become authorized by law or a market practice admitted by the financial market authorities, provided in each case that the Company will inform its shareholders by a press release,
• Decides that the maximum purchase price by share (charges and commissions excluded) is set at 60 euros (or any other inferior purchase price per share that the supervisory board may decide) and the cap at 10 million euros, it being noted that the purchase price will be adjusted if necessary to take into account operations on the share capital (such as incorporation of reserves, free allocation of shares, division or grouping of shares) occurring during the validity of this authorization;
• Decides that the maximum number of shares bought back pursuant to this resolution shall at no time exceed 10% of the total number of shares making the share capital at any time, this percentage being applicable to the share capital as adjusted further to operations carried out after this general meeting, it being noted that (i) when the shares are bought back to ensure liquidity, the number of shares to be taken into account for determining this limit will be the number of shares bought back minus the number of shares sold during the validity of the authorization and (ii) that when they are kept for subsequent delivery in exchange or payment in the context of a merger, demerger or contribution transaction, the maximum number of shares may not exceed 5% of the total number of shares,
• Gives full power and authority to the management board, with the possibility to subdelegate in the conditions set out by law, to implement this authorization, including to decide on the opportunity to launch a buy-back program and its

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modalities, pass any market order, sign any sale or transfer agreement, enter into any contract, liquidity agreement, option, file any declaration with the financial markets Authority or any other entity and carry out any required formalities, including allocating or reallocating the shares bought back and, more generally, to do whatever will be necessary.

Resolutions within the competence of the extraordinary general meeting

FOURTEENTH RESOLUTION

Authorization to be granted to the management board to attribute free existing or new shares in accordance with the provisions of articles L. 225-197-1 and seq. of the commercial code

The general meeting, ruling under quorum and majority conditions required for extraordinary general meetings, after having examined the report of the management board and the report of the statutory auditors:

• Authorizes the management board, to proceed in one of more occasions, to the attribution of free existing or new shares of the Company to its employees or certain categories of them and/or its officers who are eligible pursuant to article L. 225-197-1 II of the commercial code and provided that the provisions of article L. 225-197-6 of the commercial code are complied with, as well as to the employees of companies or economic interest groups (groupements d'intérêt économique) in which the Company holds directly or indirectly at least 10% of the share capital or voting rights on the dates of attribution of shares concerned,
• Resolves that the management board will need to obtain the approval of the supervisory board prior to any use of this authorization,
• Resolves that the maximum number of free shares of a nominal value of 5 € each which may be attributed by the management board pursuant to this authorization shall not exceed 37 635 (representing approximately 0.38% of the share capital as the date of this general meeting), provided that the total number of free shares which may be attributed by the management board shall in no circumstances exceed the global limit of 10% of the share capital of the Company as at the date of the decision of attribution,
• Resolves that the attribution of the shares to their beneficiaries shall be final at the expiry of an acquisition period the duration of which will be set by the management board with a minimum of one (1) year (the Acquisition Period) without prejudice to the satisfaction any conditions or criteria set forth by the management board and that the beneficiaries will, if decided by the management board, have to keep their shares during a period set by the management board (the Retention Period) in accordance with applicable legal and regulatory provisions which as at the date hereof provide that the cumulative duration of the Acquisition and Retention Periods cannot be less than two (2) years,
• Resolves that notwithstanding the above, the shares will be finally attributed before the expiry of the Acquisition Period in the event of invalidity of the beneficiary entering into the second and third categories set out in article L. 341-4 of the social security code and that such share will be immediately negotiable,
• Resolves that the shares attributed will be freely negotiable in the event of request of attribution by the successors of a deceased beneficiary made within six (6) months from the death,
• Resolves that the duration of the Acquisition Period and the Retention Period will be determined by the management board within the above limits,
• Acknowledges that in accordance with the provisions of article L. 225-197-1 of the commercial code, where an attribution includes new shares, this authorization automatically entails the waiver by the shareholders of their preferential right of subscription to the new shares issued in favor of the beneficiaries of free shares, the corresponding increase in capital being completed by the attribution of the shares to the beneficiaries,
• Acknowledges that this authorization carries out renunciation by operation of law by the shareholders in favor of the beneficiaries of free shares to their share of reserves, profits or premiums which will be used in the event of issue of new shares at the end of the Acquisition Period in relation to which full power and authority is given to the management board,
• Gives full power and authority to the management board to:
• • Take note that there are sufficient reserves and to transfer to a special unavailable reserve on each attribution date the amount necessary to pay-up the new shares attributed,
  • Determine the identity of the beneficiaries or the categories of beneficiaries and the number of shares which may be attributed for free to each of them,
  • Fix the conditions and, if any, the attribution criteria of such shares including in particular any presence condition and/or performance condition, as well as, if any, any waiver or exemption of such conditions,

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