Vilmorin & Cie : Draft resolutions of the Combined Annual General Meeting (Ordinary and Extraordinary) of December 9, 2022

Vilmorin & Cie SA

Public limited company with Board of Directors with a capital of 349,488,703 euros

Head Office: 4, Quai de la Mégisserie - F-75001 PARIS SIREN Paris 377 913 728

Fiscal year from July 1st to June 30th

Euronext Paris (Compartment A) - Eligible for Deferred Settlement Order Indices: CAC Small, CAC Mid & Small and CAC All-Tradable

DRAFT RESOLUTIONS OF THE COMBINED ANNUAL GENERAL MEETING (ORDINARY AND EXTRAORDINARY) OF DECEMBER 9, 2022

DRAFT RESOLUTIONS OF AN ORDINARY NATURE

First resolution

Approval of the annual corporate financial statements - approval of non-tax-deductible expenses and charges

After acknowledging the reports of the Board of Directors and the Statutory Auditors on the annual financial statements, the Annual General Meeting of Shareholders (AGM) approves the corporate financial statements for the fiscal year closing on June 30, 2022 as presented to the meeting, and the general running of the Company as described in the above-mentioned financial statements and reports, and also approves the non-deductible expenses for income taxes governed by article 39-4 of the French Tax Code.

Second resolution

Regulatory agreements

The AGM acknowledges the presentation of the special report of the Statutory Auditors on operations governed by article L.225-38 of the French Commercial Code mentioning the absence of any new agreements of the kind governed by this article.

Third resolution

Application of the profits

The AGM, following the proposal of the members of the Board of Directors, decides to apply the profits of

44,726,071.45 euros in the following manner:

Application to legal reserve: 2,236,303.57 euros

Dividends to distribute: 36,667,667.20 euros

Application of the amount to carry forward: 5,822,100.68 euros

After this application, the final amount to carry forward will be 26,967,078.94 euros.

The Company does not benefit from the distribution of dividends on any treasury shares it holds. Any dividends corresponding to these shares will be added to the retained earnings to carry forward.

The dividend is fixed at 1.60 euros per share.

The AGM decides that the dividends will be detached on December 13, 2022 and will be paid on December 15, 2022.

In compliance with the provisions of article 243 bis of the French Tax Code, the AGM notes that it has been reminded that for the last three fiscal years, dividends and income were distributed as follows:

FISCAL YEAR	INCOME ELIGIBLE FOR TAX CREDIT	INCOME NOT ELIGIBLE
		FOR TAX CREDIT
	DIVIDENDS	OTHER DISTRIBUTED
		INCOME
2018-2019	30 938 344.20 € (1)	-	-
i.e. 1.35 € per share
2019-2020	22 917 292.00 € (1)	-	-
i.e. 1.00 € per share
2020-2021	36 667 667.20 € (1)	-	-
i.e. 1.60 € per share

(1) Including the amount of unpaid dividend corresponding to treasury shares and carried forward.

1 DRAFT RÉSOLUTIONS OF THE COMBINED ANNUAL GENERAL MEETING (ORDINARY AND EXTRAORDINARY) OF DECEMBER 9, 2022

Fourth resolution

Approval of consolidated financial statements for the fiscal year

After acknowledging the reports of the Board of Directors and the Statutory Auditors on the consolidated financial statements, the AGM approves the consolidated financial statements for the fiscal year closing on June 30, 2022 as presented to the meeting, and the general running of the group of consolidated companies as described in the above-mentioned financial statements and reports.

Fifth resolution

Fixing the amount for the fees of the Board Members for fiscal year 2021-2022

After acknowledging the report of the Board of Directors, the AGM decides, in compliance with article 23 of the by-laws, to fix the fees for its Board Members for fiscal year 2021-2022 at 49,440 euros.

Sixth resolution

Approval of the provisional appointment of a Board Member

After acknowledging the report of the Board of Directors, the AGM decides to approve the appointment, made provisionally by the Board of Directors at its meeting of March 1, 2022 as independent Board Member, of Mr. Eric GRELICHE, for the remainder of his predecessor's term of office, i.e. until the end of the Shareholders' Meeting called to deliberate on the financial statements for the fiscal year closing on June 30, 2023.

Seventh resolution

Approval of the provisional appointment of a Board Member

After acknowledging the report of the Board of Directors, the AGM decides to approve the appointment, made provisionally by the Board of Directors at its meeting of March 1, 2022 as independent Board Member, of Mr. Pierre-Antoine RIGAUD, for the remainder of his predecessor's term of office, i.e. until the end of the Shareholders' Meeting called to deliberate on the financial statements for the fiscal year closing on June 30, 2024.

Eighth resolution

Renewal of the term of office of a Board Member

After acknowledging the report of the Board of Directors, the AGM, decides to renew the term of office as independent Board Member, of Mrs. Marie-Yvonne CHARLEMAGNE, for the duration of three years, expiring at the end of the Annual General Meeting of Shareholders called to deliberate on the financial statements closing on June 30, 2025.

Ninth resolution

Authorization given to the Board of Directors to allow the Company to buy back treasury shares within the framework of article L.22-10-62 of the French Commercial Code

After acknowledging the report of the Board of Directors, the AGM gives authorization to the Board of Directors, with the faculty of sub-delegation, in compliance with the provisions of article L.22-10-62 et seq. of the French Commercial Code, of Title IV, Book II of the General Regulation of the Autorité des marchés financiers (French Securities Regulator) and the European Regulation No. 596/2014 of April 16, 2014, supplemented by delegated regulation (EU) No. 2016-1052 of the commission of March 8, 2016, to purchase or delegate the purchase of the Company's shares in order to:

• ensure liquidity and manage the market for shares through a fully independent investment service provider, with whom a liquidity contract has been signed in compliance with the Charter of Ethics of the AMAFI, recognized by the AMF (French securities regulator),
• hand over shares when an investor exercises his or her rights with regard to securities that provide access by whatever means, immediately or when due, to Company shares,
• apply any other measures that might be authorized or recognized by law or by the Autorité des marchés financiers or set any other objective that complies with regulations in force.

The AGM fixes the maximum purchasing price at 80 euros per share, and fixes the maximum number of shares liable to be purchased at two million shares, up to a maximum amount of 80 million euros, on condition legal limits are also respected.

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Shares may be acquired, sold or transferred at any moment, except during periods of public issue of the Company's capital stock, and by any means, on the regulated market, outside the market, by multilateral trading facilities, by private agreement, including through blocks of securities or bids, optional mechanisms, derivatives, call options or securities, respecting applicable regulatory conditions.

This authorization is granted for a period of eighteen (18) months commencing as of the date of this AGM, replacing the authorization granted by the AGM of December 10, 2021 regarding the unused proportion on this date.

The AGM grants full powers to the Board of Directors, with the faculty to delegate, to apply the present authorization, place an order on the stock market, sign any agreements, carry out any formalities and declarations with any organizations, and in more general terms, to do all that is required to implement the decisions it has taken with regard to the present authorization.

The Board of Directors shall inform the AGM of any operations carried out, in compliance with applicable regulations.

Tenth resolution

Issue of bonds and other assimilated debt securities

After acknowledging the report of the Board of Directors, the AGM delegates full authority to the Board of Directors to take decisions to proceed in one or several operations, at its own discretion, whether in France or another country and/or on international markets, in euros or any other currency or unit of account fixed in reference to several currencies, with the issue of bonds or other assimilated debt securities, with or without a public issue, up to the nominal value of 600 million euros or the equivalent of this sum if issued in a foreign currency, or in a unit of account fixed in reference to several currencies.

The Board of Directors may decide that the bonds, or other debt securities, will be of the perpetual floating or limited floating rate type, either for the capital stock and/or the interest accrued for these securities.

Full authority is granted to the Board of Directors to proceed with these issues in the limits fixed above, in compliance with legal provisions and with the by-laws, and in particular to:

• determine the period or periods of issue,
• determine the issue currency and the nominal value of the loan, within the limits authorized above,
• fix the terms and conditions of the bonds and/or debt securities to issue, and in particular their nominal value, their issue price, their fixed and/or variable rates of interest, the payment dates, and their fixed or variable redemption price, with or without premium,
• fix, according to market conditions, the duration and conditions of amortization for the loan,
• more generally sign any contract documents or agreements with any banks or institutes, make any provisions and fulfill any formalities concerning the issue, the quotation and the financial management of the aforementioned bonds and/or aforementioned debt securities, and constitute the body of bondholders in compliance with legal provisions, and in a general manner, do all that is required.

The Board of Directors will also have full powers to decide, where necessary, to attach a guarantee to the securities issued and, if this is the case, to define and grant this guarantee, and take any measures for this purpose.

Within the framework of this resolution, the Board of Directors may, in application of article L.228-40 of the French Commercial Code, delegate to its CEO, or with his agreement, to one or several Delegate CEOs, or to one of its members, the powers that it has received for the purpose of the present authorization.

The present authorization is given for a maximum duration of eighteen (18) months. It supersedes the authorization previously granted by the Ordinary AGM of December 10, 2021.

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Eleventh resolution

Decision on the components of the remuneration granted for fiscal year 2021-2022 to the Chairman and CEO

After acknowledging the report of the Board of Directors, which states that the Chairman and CEO exercises his functions without any compensation, the AGM approves the absence of compensation granted for fiscal year 2021-2022 to the Chairman and CEO.

Twelfth resolution

Approval of the compensation policy applicable to corporate officers

The Annual General Meeting, deliberating in compliance with conditions of quorum and majority required for Ordinary General Meetings of Shareholders, after acknowledging the report of the Board of Directors on corporate governance, pursuant to Article L.22-10-8 of the French Commercial Code, approves the compensation policy applicable to corporate officers as presented in the Company's annual report for 2021- 2022 in Chapter 3. Report on Corporate Governance in the section "Fees or allowances paid to corporate officers and Board Members."

Thirteenth resolution

Approval of information concerning the compensation of corporate officers as mentioned in I of article L.22- 10-9 of the French Commercial Code

The Annual General Meeting, deliberating in compliance with conditions of quorum and majority required for Ordinary General Meetings of Shareholders approves, pursuant to article L.22-10-34 of the French Commercial Code, the information referred to in I of article L.22-10-9 of the same Code which is included in the report of the Board of Directors on corporate governance as presented in the Company's annual report for 2021-2022 in Chapter 3. Report on Corporate Governance in the section "Fees or allowances paid to corporate officers and Board Members."

Fourteenth resolution

Approval of the fixed and variable components of total compensation and benefits of any kind paid or allocated up until October 13, 2021 to Mr. Daniel JACQUEMOND, Delegate CEO

The Annual General Meeting, deliberating in compliance with conditions of quorum and majority required for Ordinary General Meetings of Shareholders, after acknowledging the report of the Board of Directors on corporate governance, pursuant to Article L.22-10-34 of the French Commercial Code, approves the fixed and variable components making up the total compensation and benefits of all kinds attributable up until October 13, 2021 to Mr. Daniel JACQUEMOND, Delegate CEO, as presented in the Company's annual report for 2021-2022 in Chapter 3. Report in the section "Fees or allowances paid to corporate officers and Board Members," and on which the Annual General Meeting of December 9, 2022 is called to vote.

Fifteenth resolution

Approval of the fixed and variable components of total compensation and benefits of any kind paid or allocated as of October 13, 2021 up until June 30, 2022 to Mr. Franck BERGER, Delegate CEO

The Annual General Meeting, deliberating in compliance with conditions of quorum and majority required for Ordinary General Meetings of Shareholders, after acknowledging the report of the Board of Directors on corporate governance, pursuant to Article L.22-10-34 of the French Commercial Code, approves the fixed and variable components making up the total compensation and benefits of all kinds attributable as of October 13 2021 up until June 30, 2022 to Mr. Franck BERGER, Delegate CEO, as presented in the Company's annual report for 2021-2022 in Chapter 3. Report in the section "Fees or allowances paid to corporate officers and Board Members," and on which the Annual General Meeting of December 9, 2022 is called to vote.

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DRAFT RESOLUTIONS OF AN EXTRAORDINARY NATURE

Sixteenth resolution

Delegation of authority to issue, with pre-emptive subscription rights, ordinary shares and/or securities providing access, immediately and/or when due, to Company shares or to shares in a company in which it directly or indirectly holds more than half the capital stock, or debt securities in particular such as bonds with an option of conversion and/or exchange for new or existing shares

After acknowledging the report of the Board of Directors and the special report of the Statutory Auditors, and in compliance with the provisions of articles L.225-129 et seq. of the French Commercial Code, and in particular articles L.225-129-2,L.228-91 to L.228-93, the AGM, deliberating in compliance with conditions of quorum and majority required for Extraordinary General Meetings of Shareholders:

• delegates to the Board of Directors, for the duration of twenty-four (24) months, commencing as of the date of this AGM, with the faculty of sub-delegation, in compliance with legislative provisions, its authority to proceed - whether through a public issue or not, in one or several operations, in the proportion and at the time it deems most opportune, whether in France or another country, in euros or any other currency or unit of account fixed in reference to several currencies, with pre-emptive Shareholder subscription rights - with the issue of ordinary shares and/or securities providing access immediately and/or when due, to Company shares or to shares in a company in which it directly or indirectly holds more than half the capital stock, or to securities that give the right to the allotment of debt securities, and which may be subscribed to either in cash, or by compensation of receivables. The present delegation can be used for one or several issues in application of article L.228-93 of the French Commercial Code.
  Any preferential share and security issues providing access by any means, immediately or when due, to preferential shares, are excluded from the present delegation.
• decides that the nominal amount for any increases in the capital stock that are immediate and/or at a due date, and that are liable to result from the present delegation cannot be greater than 300 million euros, to which may be added, where appropriate, and in compliance with applicable regulatory and legislative provisions, and with any contractual stipulations allowing for other cases of adjustment, the nominal amount of extra shares issued to preserve the rights of the bearers of securities that grant rights to the Company's shares, on condition that the global limit fixed in the nineteenth resolution be respected.
• decides that the securities issued providing access to ordinary shares in the Company may, in particular, consist in debt securities, or be associated to the issue of such securities.
  In particular they may take the form of perpetual or non-perpetual floating rate notes, and be issued either in euros, or any other currency or unit of account fixed in reference to several currencies.
  The nominal amount for any such issued debt securities shall not exceed 300 million euros or the equivalent of this sum if issued in a foreign currency at the date of the decision to issue.
• decides that in the conditions stipulated by law, the Shareholders may exercise their pre-emptive right to subscription, without reduction. Moreover, the Board of Directors may institute, for the benefit of the Shareholders, a pre-emptive subscription right with reduction which may be exercised proportionately to their rights and within the limit of the number requested.
  If subscriptions without reduction, or where appropriate with reduction, have not absorbed all the issue of shares or securities providing access to the capital stock as defined above, the Board of Directors may, in any order it may consider to be efficient, make use of the faculties offered by article L.225-134 of the French Commercial Code, and in particular the faculty of proposing to the public all or part of the unsubscribed shares or securities.
• decides that the Board of Directors may not, without prior authorization from the General Meeting of Shareholders, make use of this delegation of authority from the filing by a third party of a proposed takeover bid for the Company's shares until the end of the offer period.
• acknowledges that the present delegation gives full preference to bearers of securities issued that provide access to the Company's capital stock, if the Shareholders renounce their pre-emptive right to subscribe the ordinary shares to which these securities otherwise give the right

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