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Mauna Kea Technologies : AGM 2026 – Notice of Meeting for Registered Shareholders
Mauna Kea Technologies : AGM 2026 – Notice of Meeting for Registered

About this update from Mauna Kea Technologies Sa Class O
MAUNA KEA TECHNOLOGIES A public limited company with capital of €7,684,376.20 Registered office: 9, rue d'Enghien -75010 Paris 431 268 028 Paris Trade Register May 18, 2026 Dear Sir or Madam, As a shareholder of MAUNA KEA TECHNOLOGIES ( the "Company"), we are pleased to invite you to the ordinary and extraordinary general meeting, to be held on June 4, 2026 , at 11:00 a.m. , at the Company's registered office located at 9, rue d'Enghien, 75010 Paris, to deliberate on the agenda set forth below: Ordinary business : management report of the Board of Directors - presentation by the Board of the annual and consolidated financial statements for the fiscal year ended December 31, 2025 reports of the statutory auditor on the parent company and consolidated financial statements for the fiscal year ended December 31, 2025, and on the agreements referred to in Articles L. 225-38 et seq. of the Commercial Code Approval of the parent company financial statements for the fiscal year ended December 31, 2025 Approval of the consolidated financial statements for the fiscal year ended December 31, 2025 Allocation of net income for the fiscal year ended December 31, 2025 Renewal of the term of office of Mr. Alexandre Loiseau as a member of the Board of Directors Renewal of the term of office of Mr. Christopher McFadden as a member of the Board of Directors Renewal of the term of office of Ms. Molly O'Neill as a member of the Board of Directors Appointment of a new director (Mr. Richard di Benedetto) Appointment of a new director (Mr. Randall Stanicky) Appointment of a new director (Ms. Elsy Boglioli Hofman) Approval of the 2025 Stock Option Plan adopted by the Board of Directors on September 9, 2025 Authorization to be granted to the Board of Directors for the Company to repurchase its own shares As an extraordinary item : Authorization to be granted to the Board of Directors to reduce the share capital by canceling treasury shares Delegation of authority to be granted to the Board of Directors to increase the share capital by issuing shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securities, while maintaining shareholders' preemptive subscription rights Delegation of authority to be granted to the Board of Directors to increase the share capital through the issuance of shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securitie s, with the cancellation of shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria (investors in the pharmaceutical or medical technology sectors, strategic, commercial, or financial partners, financial institutions) Delegation of authority to be granted to the Board of Directors to increase the share capital through the issuance of shares, equity securities giving access to other equity securities or entitling the holder to the allocation of debt securities and/or securities giving access to equity securities, with the cancellation of shareholders' preemptive subscription rights within the framework of an equity or debt financing facility Delegation of authority to be granted to the Board of Directors to increase the number of securities to be issued in the event of a capital increase with or without preemptive subscription rights Setting of aggregate limits on the amount of issuances made pursuant to the delegations granted Authorization to be granted to the Board of Directors to proceed with the free allocation of common shares, existing or to be issued, in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code, to corporate officers and employees of the Company and its subsidiaries, entailing the waiver by shareholders of their preemptive subscription rights Authorization to be granted to the Board of Directors to grant stock subscription or purchase options to eligible employees or corporate officers of the Company and/or its affiliated companies, in accordance with the provisions of Articles L. 225-177 et seq. of the French Commercial Code, entailing the waiver by shareholders of their preemptive subscription rights Delegation of authority to be granted to the Board of Directors to issue and allocate ordinary share subscription warrants with the waiver of shareholders' preemptive subscription rights in favor of categories of persons meeting specific criteria Amendment of the statutory threshold percentage to increase it from 3% to 5%-corresponding amendment to Article 8.3 of the Articles of Association Amendment of Article 19 of the Articles of Association to bring it into compliance with new legal and regulatory provisions Delegation of authority to the Board of Directors to carry out capital increases through the issuance of shares or securities giving access to the capital, with the cancellation of shareholders' preemptive subscription rights in favor of participants in a company savings plan As a matter of course : Authorization for formalities. It is noted that the prior notice of the general meeting, serving as a call to the meeting and containing the text of the draft resolutions adopted by the Board of Directors, was published in the BALO on April 29, 2026. --------------------------------------------------------------------------------------------------------------------------------------- Procedures for participating in the general meeting A- Preliminary formalities for participating in the general meeting Any shareholder, regardless of the number of shares held, has the right to participate in the General Meeting under the conditions and in accordance with the procedures provided for by applicable law and regulations. In accordance with Article R. 22-10-28 of the French Commercial Code, shareholders must provide proof that the shares are registered in their name or in the name of the intermediary acting on their behalf as of the fifth business day prior to the meeting, i.e., May 28 , 2026 , at 12:00 a.m. Paris time: either in the registered securities accounts maintained by the Company: registration in accordance with the aforementioned terms is sufficient, or in the bearer securities accounts maintained by the authorized intermediary pursuant to Article L. 211-3 of the Monetary and Financial Code. This registration of the shares must be evidenced by a certificate of ownership issued by the account holder. B- Procedures for Participating in the General Meeting A shareholder has the right to participate in the general meeting: either by attending in person, either by voting by mail, either by being represented by the chair of the meeting, or by appointing a proxy of their choice in accordance with the provisions of Articles L. 225-106 and L. 22-10-39 of the Commercial Code, or by granting a proxy without designating a proxy holder. Any shareholder who has already cast a vote remotely, sent a proxy, or requested an admission card or a certificate of attendance (under the conditions defined in Article R. 22-10-28 III of the Commercial Code) may no longer choose another method of participating in the meeting. Shareholders wishing to attend the general meeting in person Requesting an admission card by mail Registered shareholders who have been registered for at least one month as of the date of the notice of meeting will receive the notice of meeting by mail, along with a single form. They may obtain their admission card by returning the single form, duly completed and signed, using the prepaid return envelope enclosed with the notice of meeting. Bearer shareholders who wish to attend the meeting must contact their account custodian to obtain their admission card. In this context, the account custodian will issue a certificate of attendance and send it directly to Société Générale Securities Services - General Meeting Department - CS30812 - 44308 Nantes Cedex 3 for the issuance of an admission card. In the event that the bearer shareholder has lost or has not received this admission card in time, they may request a certificate of attendance from their account custodian within five business days by midnight (Paris time). The certificate of attendance is an exceptional means of participation and does not exempt the shareholder from the obligation to return the duly completed attendance form. Requesting an admission card electronically Registered shareholders may submit their request online via the secure VOTACCES platform, accessible at https://sharinbox.societegenerale.com , using their usual login credentials. Once logged in, registered shareholders must follow the on-screen instructions to request their admission card. Bearer shareholders must contact their account custodian to determine whether or not they are connected to the secure VOTACCESS platform and, if so, whether this access is subject to specific terms of use. If so, the shareholder may log in using their usual login credentials on their securities account custodian's web portal to access the VOTACCESS site and then follow the on-screen instructions to request their admission card. In the event that the bearer shareholder has lost or has not received this admission card in time, they may submit a request for a certificate of participation to their account custodian within five business days by midnight (Paris time). The certificate of participation is an exceptional means of participation and does not exempt the shareholder from the obligation to return the duly completed participation form. 1-2. Shareholders wishing to vote by mail or by proxy Any shareholder unable to attend the general meeting may vote by mail or online, either by casting their vote or by granting proxy to the chairman of the meeting or to a proxy of their choice. Please note that if no proxy is designated on the proxy voting form, the chair of the meeting will cast a vote in favor of adopting the draft resolutions presented or approved by the board of directors and a vote against adopting all other draft resolutions. Voting by mail or by proxy via postal mail Registered shareholders must return the single form attached to the notice of meeting, specifying that they wish to vote by mail or be represented, and then return it dated and signed using the prepaid envelope (which is attached to the notice of meeting received) or by regular mail to Société Générale Securities Services -Shareholders' Meeting Department - CS 30812, 44308 Nantes Cedex 3. Bearer shareholders may request the single voting form from the authorized financial intermediary managing their securities, effective as of the date of the notice of the general meeting. Once completed and signed by the bearer shareholder, this form must be returned to the authorized institution, which will forward it, along with a certificate of participation issued by the institution, to Société Générale Securities Services at the address mentioned above. To be considered, the single voting form must, in accordance with the procedures outlined above, be received by the General Meetings Department of Société Générale Securities Services no later than three (3) clear days prior to the date of the general meeting, i.e., by 11:59 p.m . on May 31 , 2026 ; otherwise, it will not be considered. Starting from the date of the notice of meeting, bearer shareholders may request in writing that their account custodian send them the aforementioned form. Requests received no later than six days prior to the date of the meeting will be honored. In any event, no later than the fifteenth day preceding the meeting , the single form for voting by mail or by proxy will be posted on the company's website ( https://www.maunakeatech.com/fr). Appointments or revocations of proxies submitted in writing (including via email) must be received no later than May 31, 2026, at 11:59 p.m . Voting by mail or proxy via electronic means Shareholders also have the option to submit their voting instructions or appoint or revoke a proxy via the Internet prior to the General Meeting on the secure VOTACCESS platform, under the conditions described below. Registered shareholders must log in to the website https://sharinbox.societegenerale.com using their usual login credentials, which are listed on the single voting form. Once on the website's home page, they should follow the on-screen instructions to access the VOTACCESS platform and vote or appoint or revoke a proxy. Alternatively, registered shareholders must send an email bearing an electronic signature-obtained from a third-party certification authority authorized under applicable laws and regulations-to the following email address: [email protected] specifying their last name, first name, address, and Société Générale ID for pure registered shareholders (information available at the top left of the account statement) or their ID with their financial intermediary if they are an administered registered shareholder, as well as the last name, first name, and address of the designated or revoked proxy. Bearer shareholders must contact their account-holding institution to determine whether they are connected to the secure VOTACCESS platform and, if so, whether this access is subject to specific terms of use. If so, the shareholder may log in using their usual access codes on their securities account custodian's web portal to access the VOTACCESS site and then follow the on-screen instructions to vote or appoint or revoke a proxy. The VOTACCESS platform will open on May 18, 2026, at 9:00 a.m. (Paris time) and close on June 3, 2026, at 3:00 p.m. (Paris time) . To avoid any potential congestion on the dedicated secure website, shareholders are advised not to wait until the last few days to submit their instructions. If the account-holding institution is not connected to the VOTACCESS platform, please note that the notification of the appointment or revocation of a proxy may nevertheless be made electronically in accordance with the provisions of Article R. 22-10-24 of the Commercial Code, by sending an email to the following address: [email protected] . This email must include as an attachment a scanned copy of the proxy voting form specifying the shareholder's last name, first name, address, and complete bank details, as well as the last name, first name, and address of the proxy appointed or revoked, accompanied by the certificate of participation issued by the authorized intermediary. In addition, the shareholder must request that their banking or financial intermediary managing their securities account send written confirmation to Société Générale Securities Services at the address mentioned above. Only notifications of the appointment or revocation of proxies may be sent to the email address mentioned above; any other request or notification regarding a different matter will not be considered and/or processed. In order for proxy appointments or revocations submitted electronically to be considered, confirmations must be received by Société Générale Securities Services no later than June 3, 2026, at 3:00 p.m. (Paris time) if sent via VOTACCESS, or by May 31, 2026, at 11:59 p.m. in all other cases . D- Written Questions From the date on which the documents submitted to the general meeting are published on the Company's website until the fourth business day preceding the date of the general meeting, i.e., May 29 , 2026 , any shareholder may submit written questions to the Chairman of the Company's Board of Directors, in accordance with the provisions of Article R. 225-84 of the Commercial Code. These written questions must be sent to the Company's registered office by certified mail with return receipt requested or by electronic communication to the following address: [email protected] . They must be accompanied by a certificate of book-entry registration. E. Shareholders' Right to Access Information In accordance with legal and regulatory provisions, the preparatory documents for the meeting are posted on the company's website ( https://www.maunakeatech.com/fr ). It is specified that the full text of the documents intended to be presented at the meeting, in accordance with Articles L. 225-115 and R. 225-83 of the Commercial Code, is available at the company's registered office. Sincerely, The Board of Directors
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