Synergie : Resolutions Proposed at the Combined Ordinary and Extraordinary Shareholders' Meeting of 24 June 2021 (en anglais)

SYNERGIE

A European Company with share capital of €121,810,000

Registered office: 11 avenue du Colonel Bonnet, 75016 PARIS, France PARIS TRADE AND COMPANIES REGISTER (RCS) NO. 329 925 010

RESOLUTIONS PROPOSED AT THE COMBINED ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' MEETING OF 24 JUNE 2021

Resolutions for the Ordinary Shareholders' Meeting

FIRST RESOLUTION

(Approval of the corporate financial statements for the year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the management report of the Executive Board, the report of the Supervisory Board on corporate governance and the report of the Statutory Auditors, approves the corporate financial statements of the Company for the year ended 31 December 2020 as they are presented to it, showing a net profit of €22,812,407.80, as well as the transactions reflected therein and summarised in these reports.

Consequently, the Shareholders' Meeting gives the members of the Executive Board and the members of the Supervisory Board full and unconditional discharge from their duties for the aforementioned financial year.

SECOND RESOLUTION

(Approval of the consolidated financial statements for the year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the management report of the Executive Board, the report of the Supervisory Board on corporate governance and the report of the Statutory Auditors, approves the consolidated financial statements of the Company for the year ended 31 December 2020 as they are presented to it, showing a consolidated net profit of €41,289,395, as well as the transactions reflected therein and summarised in these reports.

THIRD RESOLUTION

(Appropriation of profit for the year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, approves the proposal of the Executive Board and resolves upon the appropriation of net profit for the financial year of €22,812,407.80 as follows:

Net profit for the year	€22,812,407.80
Retained earnings from previous years	€276,789,604.33
Available profit	€299,602,012.13
Reserve for treasury shares (reversal)	€114,848.06
Distributable profit	€299,716,860.19
Dividend	€19,489,600.00
Retained earnings	€280,227,260.19

A dividend of €0.80 will be distributed for each of the 24,362,000 shares that make up the share capital. This dividend will be paid out on 2 July 2021.

The treasury shares held by the Company on the date of payment of the dividend do not confer entitlement to the dividend payment. The amounts corresponding to the unpaid dividends attached to these shares will be allocated to the "retained earnings" account.

The Shareholders acknowledge, in accordance with the provisions of Article 243 bis of the French General Tax Code, that the report as presented states that this dividend payment is eligible for individuals who are domiciled for tax purposes in France, based on a tax allowance of 40% as stipulated in Article 158-3-2 of the French General Tax Code, where the shareholder has expressly and irrevocably opted for taxation under the general regime based on the progressive scale of tax on income and, where relevant, will be subject to a non-definitive flat- rate withholding tax of 12.8%.

It should be remembered in this regard:

• that since 1 January 2018, income from investment, and dividends in particular, received by taxpayers resident in France for tax purposes is subject, based on the option selected in their tax return:
• • either to a single flat rate withholding tax of 12.8% in the year following that in which the dividend payment is made (without taking into account the 40% tax allowance and less any non-definitiveflat-rate withholding tax paid on receipt of the dividend);
  • or to tax on income based on the progressive scale of tax under the express and irrevocable option of taxation under the general regime, after the application of an allowance of 40%.
• that, in any case, dividends and similar payments are subject on payment to:
• • (i) a global social security deduction of 17.2%; and
  • (ii) a non-definitiveflat-rate withholding tax, the rate of which is aligned with the single flat rate withholding tax, at 12.8%, as an advance payment.

Taxpayers who receive a dividend and whose reference taxable income for the previous year is below (i) €50,000 (for a person who is single, divorced or widowed) or (ii) €75,000 (for a person subject to joint taxation) retain the right to request exemption from the non-definitiveflat-rate withholding tax.

The Shareholders' Meeting notes that the dividends paid during the last three financial years were as follows:

Financial	Overall	Unit dividend
year	dividend	amount
31/12/2017	€19,489,600	€ 0.80
31/12/2018	€ 19.489.600	€ 0.80
31/12/2019	€ 0	€ 0

FOURTH RESOLUTION

(Approval of the regulated agreements and commitments stipulated in Articles L.225-86 et seq. of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, approves the agreements referred to in Articles L.225-86et seq. of the French Commercial Code, as mentioned in the report of the Statutory Auditors on regulated agreements and commitments, and the terms set out in that report.

FIFTH RESOLUTION

(Ratification of the cooptation of Vera CVIJETIC BOISSIER as a member of the Supervisory Board)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the report of the Executive Board, resolves to ratify the cooptation as a member of the Supervisory Board of Vera CVIJETIC BOISSIER, which was approved on a provisional basis by the Supervisory Board during its meeting of 4 May 2021, in order to replace Victorien VANEY for the remainder of the term of office, i.e. until the close of the Shareholders' Meeting convened in 2026 to approve the financial statements for the year ended 31 December 2025.

SIXTH RESOLUTION

(Approval of the remuneration policy concerning the Chairperson of the Executive Board in accordance with Article L.22-10-26 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-26 of the French Commercial Code and having noted the report of the Supervisory Board on corporate governance prepared in accordance with Articles L.225-68 and L.22-10-20 of the French Commercial Code, approves the remuneration policy concerning the Chairperson of the Executive Board, as presented in the said report.

SEVENTH RESOLUTION

(Approval of the remuneration policy concerning members of the Executive Board who are chief executive officers in accordance with Article L.22-10-26 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-26 of the French Commercial Code and having noted the report of the Supervisory Board on corporate governance prepared in accordance with Articles L.225-68 and L.22-10-20 of the French Commercial Code, approves the remuneration policy concerning members of the Executive Board who are chief executive officers, as presented in the said report.

EIGHTH RESOLUTION

(Approval of the remuneration policy concerning other members of the Executive Board in accordance with Article L.22-10-26 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-26 of the French Commercial Code and having noted the report of the Supervisory Board on corporate governance prepared in accordance with Articles L.225-68 and L.22-10-20 of the French Commercial Code, approves the remuneration policy concerning the other members of the Executive Board, as presented in the said report.

NINTH RESOLUTION

(Approval of the remuneration policy concerning members of the Supervisory Board in accordance with Article L.22-10-26 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-26 of the French Commercial Code and having noted the report of the Supervisory Board on corporate governance prepared in accordance with Articles L.225-68 and L.22-10-20 of the French Commercial Code, approves the remuneration policy concerning the members of the Supervisory Board, as presented in the said report.

TENTH RESOLUTION

(Examination and approval of the information relating to the remuneration of the corporate officers referred to in paragraph I of Article L.22-10-9 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, having noted the report of the Supervisory Board on corporate governance prepared in accordance with Articles L.225-68 and L.22-10-20 of the French Commercial Code, approves, pursuant to paragraph I of Article L.22-10-34 of the French Commercial Code, the information referred to in paragraph I of Article L.22-10-9 of the said Code as presented in the said report.

ELEVENTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to Daniel AUGEREAU in respect of his role as Chairperson of the Executive Board during the financial year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to paragraph II of Article L.22-10-34 of the French Commercial Code, approves the fixed, variable and non-recurring components of the total remuneration and benefits in kind paid during or awarded in respect of the financial year ended 31 December 2020 to Daniel AUGEREAU in respect of his role as Chairperson of the Executive Board, as presented in the report of the Supervisory Board on corporate governance.

TWELFTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to Yvon DROUET in respect of his role as a member of the Executive Board and as a Chief Executive Officer during the financial year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to paragraph II of Article L.22-10-34 of the French Commercial Code, approves the fixed, variable and non-recurring components of the total remuneration and benefits in kind paid during or awarded in respect of the financial year ended 31 December 2020 to Yvon DROUET in respect of his role as a member of the Executive Board and as a Chief Executive Officer, as presented in the report of the Supervisory Board on corporate governance.

THIRTEENTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to Sophie SANCHEZ in respect of her role as a member of the Executive Board and as a Chief Executive Officer during the financial year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to paragraph II of Article L.22-10-34 of the French Commercial Code, approves the fixed, variable and non-recurring components of the total remuneration and benefits in kind paid during or awarded in respect of the financial year ended 31 December 2020 to Sophie SANCHEZ in respect of her role as a member of the Executive Board and as a Chief Executive Officer, as presented in the report of the Supervisory Board on corporate governance.

FOURTEENTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to Olga MEDINA in respect of her role as a member of the Executive Board during the financial year ended 31 December 2020)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to paragraph II of Article L.22-10-34 of the French Commercial Code, approves the fixed, variable and non-recurring components of the total remuneration and benefits in kind paid during or awarded in respect of the financial year ended 31 December 2020 to Olga MEDINA in respect of her role as a member of the Executive Board, as presented in the report of the Supervisory Board on corporate governance.