Synergie : Resolutions proposed at the Combined Ordinary and Extraordinary Shareholders' Meeting of 22 June 2023

SYNERGIE

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

Registered office: 160 Bis rue de Paris - 92100 Boulogne-Billancourt

Nanterre Trade and Companies Register (RCS) No. 329 925 010

RESOLUTIONS PROPOSED AT THE COMBINED ORDINARY

AND EXTRAORDINARY SHAREHOLDERS' MEETING OF 22 JUNE 2023

Resolutions for the Ordinary Shareholders' Meeting

FIRST RESOLUTION

(Approval of the corporate financial statements for the year ended 31 December 2022)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the Board of Directors' management report, the corporate governance report and the Statutory Auditors' report, approves the Company's corporate financial statements for the year ended 31 December 2022 as they are presented to it, showing a net profit of €63.468.829,97 as well as the transactions reflected therein and summarised in these reports.

The Shareholders' Meeting also approves the expenses and charges referred to in Article 39-4 of the French General Tax Code amounting to €122.121 for the year ended 31 December 2022 and the corresponding tax of €31.538.

SECOND RESOLUTION

(Approval of the consolidated financial statements for the year ended 31 December 2022)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the Board of Directors' management report, the corporate governance report and the Statutory Auditors' report, approves the Company's consolidated financial statements for the year ended 31 December 2022 as they are presented to it, showing a consolidated net profit of €88.214,109, as well as the transactions reflected therein and summarised in these reports.

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THIRD RESOLUTION

(Appropriation of profit for the year ended 31 December 2022)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, approves the proposal of the Board of Directors and resolves upon the appropriation of net profit for the financial year of €63.468.829,97 as follows:

Net profit for the year	€63.468.829,97
Retained earnings from previous years	€297.223.625,60
Available profit	€360.692.455,57
Reserve for treasury shares	€3.011.356,04
Distributable profit	€357.681.099.53
Dividends	€19.489.600,00
Retained earnings	€338.191.499,53

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 3 July 2023.

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 is specified 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 payment of the single flat-rate deduction of 12.8% in the year following payment of the dividends (not taking into account the 40% allowance and after the non- definitive flat-rate deduction, where relevant, on payment 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.

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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
31/12/2019	0	0
31/12/2020	€19.489.600	€0.80
31/12/2021	€19.489.600	€0.80

FOURTH RESOLUTION

(Approval of the regulated agreement referred to

in Articles L.225-38 et seq. of the French Commercial Code

authorised during the year ended 31 December 2022)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings and having noted the Statutory Auditors' special report on the agreements referred to in Articles L.225-38et seq. of the French Commercial Code, approves the agreement referred to in the Statutory Auditors' report, and the terms set out in that report.

FIFTH RESOLUTION

(Approval of the remuneration policy concerning the corporate officers in accordance with Article L.22-10-8 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code and having noted the corporate governance report prepared in accordance with Article L.225-37 of the French Commercial Code, approves the remuneration policy concerning corporate officers, as presented in the corporate governance report.

SIXTH RESOLUTION

(Approval of the remuneration policy concerning the Chair and Chief Executive Officer

in accordance with Article L.22-10-8 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code and having noted the corporate governance report prepared in accordance with Article L.225-37 of the French Commercial Code, approves the remuneration policy concerning the Chair and Chief Executive Officer, as presented in the corporate governance report.

SEVENTH RESOLUTION

(Approval of the remuneration policy concerning the Deputy Chief Executive Officer(s) in

accordance with Article L.22-10-8 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code and having noted the corporate governance report prepared in accordance with Article L.225-37 of the French Commercial Code, approves the remuneration policy concerning the Deputy Chief Executive Officer(s), as presented in the corporate governance report.

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EIGHTH RESOLUTION

(Approval of the remuneration policy concerning the Directors

in accordance with Article L.22-10-8 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Article L.22-10-8 of the French Commercial Code and having noted the corporate governance report prepared in accordance with Article L.225-37 of the French Commercial Code, approves the remuneration policy concerning the Directors, as presented in the corporate governance report.

NINTH RESOLUTION

(Approval of the information relating to the remuneration of the corporate officers referred to in

Articles L.22-10-34 and L.22-10-9 of the French Commercial Code)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, pursuant to Articles L.22-10-34 and L.22-10-9 of the French Commercial Code and having noted the corporate governance report prepared in accordance with Article L.225- 37 of the French Commercial Code, including the report on the remuneration of the Company's corporate officers, approves the said information, as presented in the corporate governance report.

TENTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to

Victorien VANEY for his role as Chair of the Executive Board for the period from 1 January to 25

January 2022 and as Chair and Chief Executive Officer for the period from 25 January 2022 to 31 December 2022)

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 period from 1 January 2022 to 25 January 2022 to Victorien VANEY in respect of his role as Chair of the Executive Board and in respect of the period from 25 January 2022 to 31 December 2022 in respect of his role as Chair and Chief Executive Officer, as presented in the corporate governance report.

ELEVENTH 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 for the period from 1 January to 25 January 2022)

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 period from 1 January 2022 to 25 January 2022 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 corporate governance report.

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TWELFTH 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 a Chief Executive Officer for the period from 1 January to 25 January 2022)

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 period from 1 January 2022 to 25 January 2022 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 corporate governance report.

THIRTEENTH 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 for the period from 1 January to 25 January 2022)

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 period from 1 January 2022 to 25 January 2022 to Olga MEDINA in respect of her role as a member of the Executive Board, as presented in the corporate governance report.

FOURTEENTH RESOLUTION

(Approval of the different components of remuneration paid or awarded to

Julien VANEY in respect of his role as Chair of the

Supervisory Board for the period from 1 January to 25 January 2022)

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 period from 1 January 2022 to 25 January 2022 to Julien VANEY in respect of his role as Chair of the Supervisory Board, as presented in the corporate governance report.

FIFTEENTH RESOLUTION

(Authorisation to be granted to the Board of Directors to proceed with the buyback

by the Company of its own shares)

The Shareholders' Meeting, having fulfilled the quorum and majority conditions required for ordinary shareholders' meetings, and having noted the Board of Directors' report, pursuant to Articles L.22-10-62 and L.225-210et seq. of the French Commercial Code, authorises the Board of Directors, with the authority to subdelegate to the Chair and Chief Executive Officer, for a period of 18 months from the date of this Shareholders' Meeting, to purchase, on one or more occasions and at times that it deems appropriate, shares of the Company up to a limit of 10% of the number of shares making up the share capital, i.e. 2.436.200 shares based on the current share capital, it being specified that the maximum percentage of shares acquired by the Company under the buyback with a view to holding them and using them at a later date for exchange in a merger, demerger or contribution transaction is limited to 5% of the share capital in accordance with legal requirements.

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