Convening notice 2026 General Meeting

Convening notice

2026

Tuesday, 12 May 2026

at 2:30 pm

combined general Meeting of SEB S.A.

Pavillon Gabriel, 5 avenue Gabriel, 75008 Paris

Welcome to the annual general Meeting

Thursday, 12 May 2026 at 2:30 pm

The Group invites its shareholders to consult regularly the Company's website https://www.groupeseb.com to keep up to date with the news and final details of the 2026 annual general Meeting of SEB S.A.

42

News

22

Proposed resolutions andReport

of the Board of Directors

21

Agenda

13

Business review

12

Stock marketperformance

10

Key figures2025

8

Presentation of the Board ofDirectors

as of 31/12/2025

4

How do I take part inthe

annual generalMeeting?

1

2

3

4

5

6

7

8

3

Contents

Chairman's foreword

FOR ANY INFORMATION YOU MAY REQUIRE IN RELATION TO THE ANNUAL GENERAL MEETING,

UPTEVIA SECURITIES DEPARTMENT IS

AT YOUR DISPOSAL :

By post:

UPTEVIA

Service Assemblées

90-110, esplanade du Général de Gaulle, 92931 Paris La Défense cedex - France

Online:

Contact form available onhttps://investors.uptevia.com

By phone: 08 00 00 75 35 (from France)

+33 1 49 37 82 36 (from abroad)

Chairman's

foreword

Ladies and Gentlemen, Dear Shareholders,

I am pleased to invite you to the combined shareholders' Meeting of SEB S.A., which will be held on Tuesday, May 12, 2026, at 2:30 PM at Pavillon Gabriel, 5 avenue Gabriel 75008 Paris. The annual general Meeting is the ideal opportunity for discussion and exchange of information. That is why I hope that many of you will attend and express their views, either by taking part in the meeting personally, by voting by post or by giving your proxy either to the Chairman of the meeting or to a person of their choice.

During this Meeting, we will revisit the key events of the year and the Group's performance.

2025 was marked by an acceleration in the transformation of our economic and industrial environment. Beyond geopolitical disruptions, 2025 highlighted significant changes in our industry. Consumer purchasing patterns continue to evolve with the rise of e-commerce, direct-toconsumer and social commerce, while the relationship between brands and consumers is becoming ever more direct and interactive. At the same time, international competition remains intense, driven by new models combining technological innovation, digital marketing and speed of execution. In this fast-changing environment, Groupe SEB can rely on a solid model, long-standing industrial expertise and a proven ability to adapt to changes in its market.

To support these transformations and prepare for the next phase of our development, we have initiated changes in our organization and practices. Our objective is clear: to strengthen our marketing investments, continue investing in our industrial footprint and optimize our operating costs. This is the full purpose of the Rebound plan, which aims to focus our resources on value-creating priorities and to firmly place Groupe SEB on a path of profitable and sustainable growth. I know I can count on the quality of our teams, the strength of our brands and our industrial expertise to meet these challenges with confidence.

Against a backdrop of multiple crises, Groupe SEB stands united and acts with determination. Beyond the Rebound plan, all employees are fully mobilized to restore the Group to its usual profitable growth trajectory. Driven by its brands, its capacity for innovation and its industrial excellence, Groupe SEB is already preparing for the future.

I would like to thank our shareholders for their trust and support throughout this journey

Thierry de La Tour d'Artaise

Chairman of the Board of Directors

1

‌How do I take part in the annual general Meeting?

Preamble

The shareholders of SEB S.A. are invited to attend the combined general Meeting (ordinary and extraordinary) to be held on Tuesday 12 May 2026, at 2.30 p.m. at the Pavillon Gabriel, 5 avenue Gabriel, 75008 Paris, in order to deliberate on the agenda below.

The 2026 general Meeting of SEB S.A. will be broadcast live and recorded on the company's website, https://www.groupeseb.com, unless technical reasons make this broadcast impossible or seriously disrupt it.

The company invites its shareholders to regularly consult the company's website https://www.groupeseb.com to keep abreast of the latest news and final procedures relating to the 2026 combined general Meeting of SEB SA.

Shareholders are also encouraged to give preference to the transmission of all requests for documents and/or questions by electronic means.

Welcome information

Directions :

Concorde (lines 1/8/12)

or Champs-Élysées Clémenceau (lines 1/13)

Parking « Concorde » -

Corner av. Gabriel / Place de la Concorde.

Please be informed that security checks will be carried out at the entrance. Bags and personal belongings must be presented to security officers. Large bags and luggage must be left in the left-luggage area.

A welcome coffee will be offered starting at 1:30 p.m. before the start of the general Meeting, which will close once voting has ended.

Registration will close at 3:00 PM. After this time, access to the room and the possibility of voting will no longer be permitted, as we will no longer be able to verify the shareholder status of those presenting themselves at reception.

You can attend the Meeting in person, vote remotely, or grant a proxy. Regardless of the method of participation you choose, you must provide proof of your shareholder status (admission card, entry in the shareholder register, or certificate of participation) and your identity (national identity card, passport).

Only shareholders will be allowed to enter the room; accompanying persons will not be admitted (with the exception of those accompanying shareholders with disabilities).

We remind you that it is not possible to represent another person using their admission card, unless you have a valid proxy appointment and under the conditions set out in paragraph B below.

To facilitate reception, we recommend that you arrive at the Meeting counters well in advance.

What are the conditions for participating in the general Meeting?

1. Preliminary procedures for participation in the annual general Meeting

   The annual general Meeting comprises all shareholders, regardless of the number of shares they own. In accordance with Article R. 22-10-28 of the French Commercial Code (Code de commerce), shareholders shall be entitled to attend the annual general Meeting if their securities are recorded in their name or in the name of the financial intermediary registered on their behalf (pursuant to the paragraph 7 of Article L. 228-1 of the French Commercial Code), by midnight (Paris time) on the fifth business day preceding the annual general Meeting, i.e. Tuesday 5 mai 2026 at midnight, either in registered securities accounts held by the company (or its agent), or in bearer securities accounts held by the authorized intermediary.

   The securities registration in the bearer accounts held by financial intermediaries is acknowledged by a certificate of registration issued by such intermediaries under the terms and conditions set out in Article R. 22-10-28 of the French Commercial Code.

   This certificate of registration must be provided as an annex to:

   • the remote voting form;

   • the voting proxy form;

   • the admission card request.

     All shareholders may be represented at the annual general Meeting by any other legal or natural person of their choosing (Article L. 22-10-39 of the French Commercial Code). Please note that proxies must be submitted in advance within the legal deadlines; no proxies may be registered at the counters on the day of the Meeting.

     Shareholders are advised not to wait until the last minute to communicate how they intend to participate in the annual general Meeting.

     What are the conditions for participating in the general Meeting?

2. How to participate in the annual general Meeting

   1. How to vote or grant a proxy by postmail:

      • If you are a registered shareholder, you will receive a voting form or a proxy form by postmail.

      • In all cases (whether you hold registered or bearer securities), check the box that corresponds to your voting choice (vote by postmail, proxy to the Chairman of the annual general Meeting or proxy to a third party).

      • When a proxy is given to the Chairman of the general Meeting, it is recalled that the vote is restricted, that is to say it is a vote "for" the resolutions proposed by the Board of Directors and "against" the draft resolutions presented by the shareholders which have not been approved by the Board of Directors.

      • If you vote by postmail, tick your voting selection for each resolution, following the instructions given on the form.

      • If you grant a proxy to a third party, the full name and address of the proxy must be clearly indicated.

      • After completing the form, sign and date it in the "Date & signature" box, check or indicate your full name and address in the lower right portion of the form, and return it to the annual general Meeting department at UPTEVIA in the included "T" envelope or mail it to UPTEVIA, Service Assemblées -90-110, esplanade du Général de Gaulle, 92931 Paris La Défense cedex.

        • If you are a bearer shareholder, you can download a blank form from our website at https://www.groupeseb.com/en/ finance/annual-general-meeting or request the form from your account-holding institution. In all cases, you should fill in all the requested information legibly, then send your form to your financial intermediary, who will forward it to UPTEVIA along with a certificate of registration. In order for your duly completed and signed voting form and, where applicable, your appointment or revocation of proxy to be considered valid, it must be sent to your account-holding institution with enough lead time for it to be received by UPTEVIA within the legal deadlines mentioned in this paragraph.

        • In all cases, in order to be taken into account, remote voting forms and appointment or revocation of proxy forms must be received by UPTEVIA no later than three days before the annual general Meeting, i.e. Thursday 7 May 2026. Under no circumstances should the paper forms be sent directly to SEB S.A.

   2. How to vote or grant a proxy electronically:

      Shareholders are encouraged to use VOTACCESS, an online voting platform. The platform gives shareholders a quick and easy way to electronically submit their voting instructions or to appoint or revoke a proxy prior to the annual general Meeting.

      If you hold registered securities, please directly access VOTACCESS via UPTEVIA Investors website (direct registered securities) or via VoteAG website (administered registered securities) :

      • for direct registered securities: log in with your regular ID number and password on UPTEVIA Investors (https:// investors.uptevia.com), then follow the instructions to reach VOTACCESS;

      • for administered registered securities: access to VoteAG website (https://www.voteag.com) with the temporary codes sent on the voting form then follow the instructions to reach VOTACCESS.

        If you hold bearer securities, please contact your account-holding institution to inquire whether it is a member of VOTACCESS and, where applicable, whether access is subject to any special terms of use.

      • If your account-holding institution is a VOTACCESS member: login to your institution's internet portal using your regular access credentials. Next, click on the icon that appears on the line next to your SEB S.A. securities and follow the instructions on the screen to access VOTACCESS and vote.

      • If your account-holding institution is not a VOTACCESS member: you may exercise your vote under the procedures described in paragraphs 1) and 3).

        However, in accordance with the provisions of Article R. 225-79 of the French Commercial Code, you may give notice of the appointment or revocation of a proxy by electronic means, as described below:

        • the shareholder must send an email to the following email address: ct-mandataires-assemblees@uptevia.com;

        • the email must contain the following information: the first and last names, address and banking details of the principal, as well as the first and last names and address of the appointed or revoked agent. Next, the shareholder must ask the financial intermediary that manages his or her securities account to send a confirmation to the general Meetings department at UPTEVIA.

          Only notices of proxy appointment or revocation may be sent to the email address given above. No other requests or notices on any other topic shall be considered and/or processed.

          In all cases, in order to be taken into account, proxies must be received, under the terms described above, by UPTEVIA no later than the day before the annual general Meeting, at 3:00 pm (Paris time).

          The secure website for voting prior to the annual general Meeting (VOTACCESS) shall open on Wednesday 15 April 2026 at 10:00 a.m.

          The ability to vote by internet prior to the annual general Meeting shall end the day before the meeting, i.e. Monday 11 May 2026 at 3:00 p.m., Paris time.

          However, shareholders are advised not to wait until the date of the deadline to log in to the site.

          1

          HOW DO I TAKE PART IN THE ANNUAL GENERAL MEETING?

          What are the conditions for participating in the general Meeting?

   3. How do I take part in the annual general Meeting?

      Shareholders who wish to attend the annual general Meeting in person may request an admission card as described below:

      • for registered shareholders: Request an admission card by shading in box "A" on the voting form, then date and sign the form and return it in the envelope provided to UPTEVIA, Service Assemblées - 90-110, esplanade du Général de Gaulle, 92931 Paris La Défense cedex. The admission card request must be received no later than Thursday 7 May 2026. Alternatively, you may go directly to the special admission desk on the day of the annual general Meeting, with proof of identity;

        • for bearer shareholders: It is strongly recommended to request that the authorized intermediary managing the securities account send an admission card before the general Meeting in order to secure admission. Alternatively, you may go directly to the special admission desk on the day of the annual general Meeting, with proof of identity and a certificate of registration provided by your financial intermediary;

        • or online, via the VOTACCESS website.

        Those who wish to attend the annual general Meeting in person must follow all existing health and safety guidelines and present a proof of identity.

   4. How to exercise your vote as a proxy

      In-person voting: Refer to paragraph B). 3).

3. Written questions

   Each shareholder is entitled to submit written questions to the Board of Directors. Such written questions must be sent by registered mail with acknowledgment of receipt to the following address: SEB S.A., Service Actionnaires, 112, chemin du Moulin Carron, 69130 Écully. Alternatively, they may be sent by email to: assemblee.generale@groupeseb.com.

   In order to be considered, questions must be received by the company no later than the fourth business day prior to the date of the annual general Meeting, i.e. Tuesday 5 May 2026 at the latest.

   For bearer shareholders, these questions must be accompanied by a certificate of registration dated no earlier than the day on which the written question is sent.

   Responses to written questions may be published directly on the company's website, at the following address: https://www.groupeseb.com.

4. Documents made available to shareholders

   All the documents and information required under Article R. 22-10-23 of the French Commercial Code may be examined at the company's registered office at 112, chemin du Moulin Carron, 69130 Écully, and on the company's website, https://www.groupeseb.com, from the twenty-first day prior to the annual general Meeting, in accordance with applicable laws and regulations.

   The entire General Meeting will be broadcast live, accessible on the day of the Meeting from the company's website https://www.groupeseb.com (under the "General Meeting" section).

   A recording of the General Meeting will be available after the date of the Meeting on the company's website https://www.groupeseb.com.

5. Voting results

The voting results for each resolution shall be published on the company's website, https://www.groupeseb.com, within 15 days following the date of the annual general Meeting.

How do I fill in the voting form?

How do I fill in the voting form?

[

D JE DONNE POUVOIR À : Cf. au verso (4)

pour me représenter à l'Assemblée

I HEREBY APPOINT: See reverse (4)

to represent me at the above mentioned Meeting

M ou Mme, Raison Sociale / Mr or Mrs, Corporate Name

Adresse / Address

I HEREBY GIVE PROXY TO THE CHAIRMAN OF THE GENERAL MEETING

See reverse (3)

C JE DONNE POUVOIR AU PRÉSIDENT DE L'ASSEMBLÉE GÉNÉRALE

Cf. au verso (3)

Sur les projets de résolutions non agréés, je vote en noircissant la case correspondant à mon choix. On the draft resolutions not approved, I cast my vote by shading the box of my choice.

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST

Cf. au verso (2) - See reverse (2)

B

Nombre de voix - Number of voting rights

Porteur

Bearer

Nom, prénom, adresse de l'actionnaire (les modifications de ces informations doivent être adressées à l'établissement concerné et ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1)

Surname, first name, address of the shareholder (changes regarding this information have to be notified to relevant institution, no changes can be made using this proxy form). See reverse (1)

Vote double

Double vote

Nominatif [ Single vote

[ Registered

Nombre d'actions

Number of shares

CADRE RÉSERVÉ À LA SOCIÉTÉ - FOR COMPANY'S USE ONLY

Identifiant - Account

Vote simple

ASSEMBLÉE GÉNÉRALE MIXTE

COMBINED GENERAL MEETING

du mardi 12 mai 2026 à 14h30

Tuesday, May 12th, 2026 at 14h30 p.m.

Pavillon Gabriel 5 Avenue Gabriel

75008 PARIS

SEB S.A.

Société anonyme

au capital de 55 337 770 euros Siège social :

Campus SEB - 112, chemin du Moulin Carron 69130 ECULLY - France

300 349 636 RCS LYON

JE DÉSIRE ASSISTER À CETTE ASSEMBLÉE et demande une carte d'admission : dater et signer au bas du formulaire / I WISH TO ATTEND THE SHAREHOLDER'SMEETINGandrequest anadmission card: dateandsign at thebottomoftheform

Pour être pris en considération, tout formulaire doit parvenir au plus tard :

To be considered, this completed form must be returned no later than:

sur 1èreconvocation/ on 1stnotification sur 2ème convocation / on 2nd notification

Date & Signature

à/ to : UPTEVIA Service Assemblées

90-110 Esplanade du Général de Gaulle 92931 Paris La Défense Cedex

07 mai 2026 / May 7th, 2026

« Si le formulaire est renvoyé daté et signé mais qu'aucun choix n'est coché (carte d'admission / vote par correspondance / pouvoir au président / pouvoir à mandataire), cela vaut automatiquement pouvoir au Président de l'assemblée Générale »

'If the form is returned dated and signed but no choice is checked (admission card / postal vote / power of attorney to the President / power of attorney to a representative), this automatically applies as a proxy to the Chairman of the General Meeting'

F

Oui / Yes

Non / No Abs.

G

H

Oui / Yes

Non / No Abs.

J

K

Oui / Yes

Non / No Abs.

Si des amendements ou des résolutions nouvelles étaient présentés en assemblée , je vote NON sauf si je signale un autre choix en noircissant la case correspondante :

In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box:

• Je donne pouvoir au Président de l'assemblée Générale. / I appoint the Chairman of the general meeting..........................................................................

• Je m'abstiens. / I abstain from voting .....................................................................................................................................................................................

• Je donne procuration [cf. au verso renvoi (4)] à M. ou Mme, Raison Sociale pour voter en mon nom ................................................................................................

I appoint [see reverse (4)] Mr or Mrs, Corporate Name to vote on my behalf........................................................................................................................................

Record the date and sign here.

41 42 43 44 45 46 47 48 49 50

Non / No

Abs.

11 12 13 14 15 16 17 18 19 20

Non / No

Abs.

21 22

23 24 25 26 27 28 29 30

Non / No

Abs.

31 32 33 34 35 36 37 38 39 40

Non / No

Abs.

10

Non / No

Abs.

A

B

Oui / Yes

Non / No Abs.

C

D

Oui / Yes

Non / No Abs.

E

9

8

7

6

5

4

3

2

1

A

Important : Avant d'exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important : Before selecting please refer to instructions on reverse side

Quelle que soit l'option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this , date and sign at the bottom of the form

You wish to vote by post:

Fill in this box B

and follow the instructions.

You wish to give your proxy to a person of your choice:

Fill in this box D

and give all the detailed information concerning this person.

You wish to give your proxy to the Chairman of the Annual

General Meeting:

Fill in this box C

You wish to attend

the annual General Meeting:

Fill in this box A

You can choose one of the following options:

You can find all documents related to the Annual General Meeting on the Group's website

https://www.groupeseb.com, Finances, Shareholders' area.

2

‌Presentation of the Board of Directors as of 31/12/2025

Balanced and engaged, Groupe SEB's governance is focused on improving performance.

EMPLOYEE DIRECTORS

CHAIRMAN OF THE BOARD OF DIRECTORS

INDEPENDENT DIRECTORS

Nora BEY

Jean-Laurent LACAS

Thierry

DE LA TOUR D'ARTAISE

Jean-Pierre DUPRIEU

C GRC

Éric RONDOLAT

ACC CSR

C CSR

Brigitte FORESTIER

GRC

Director representing employee shareholders

14

members

BPIFRANCE INVESTISSEMENT

Adeline LEMAIRE

ACC CSR

Permanent representative of BPIFRANCE

INVESTISSEMENT

FONDS STRATÉGIQUE

DE PARTICIPATIONS (FSP)

Catherine POURRE

C ACC CSR GRC

Permanent representative of the FSP

FAMILY DIRECTORS

William GAIRARD

CSR

Member of the Founder group, member of VENELLE INVESTISSEMENT

François MIRALLIÉ

ACC

Member of the Founder group, member of VENELLE INVESTISSEMENT

Thierry LESCURE

CSR

Member of the Founder group, member of GÉNÉRACTION

Aude

DE VASSART

Member of the Founder group, member of VENELLE INVESTISSEMENT

GÉNÉRACTION

Member of the Founder group

Caroline CHEVALLEY

GRC

Permanent representative of GÉNÉRACTION

VENELLE INVESTISSEMENT

Member of the Founder group

Damarys BRAIDA

GRC

Permanent representative of VENELLE

INVESTISSEMENT

ACC Audit and Compliance Committee GRC Governance and Remuneration Committee CSR Strategic and CSR Committee C Chairman

1/3

independent directors

50%

women

8

meetings in 2025

99%

attendance

57 years

average age

8 GROUPE SEB ---- Annual General Meeting Thursday 12 May 2026

PRESENTATION OF THE BOARD OF DIRECTORS AS OF 31/12/2025 2

THREE SPECIALIZED COMMITTEES

The Board of Directors has three specialized Committees

to assist it in areas where specific skills and meetings are required. As of 31 December 2025, these committees are as follows:

AUDIT AND COMPLIANCE COMMITTEE

GOVERNANCE AND REMUNERATION COMMITTEE

STRATEGIC AND CSR COMMITTEE

4

members

5

meetings

100%

attendance

5

members

3

meetings

100%

attendance

6

members

3

meetings

94%

attendance

GENERAL MANAGEMENT COMMITTEE

The General Management Committee sets out the Group's

overarching strategy and ensures

its operational implementation,

in accordance with the decisions of the Board of Directors.

Stanislas

DE GRAMONT

Chief Executive Officer

Cyril BUXTORF Senior Executive Vice-President,

Strategy

& Transformation

Olivier CASANOVA

Senior Executive Vice-President, Finance

Thierry GEE Senior Executive Vice-President,

Products

& Innovation

Richard LELIÈVRE

Senior Executive Vice-President, Industry

Rachel PAGET Senior Executive Vice-President, Human Resources

Cathy PIANON Senior Executive Vice-President, Public Attairs & Communication

Annual General Meeting Thursday 12 May 2026 ---- GROUPE SEB 9

‌3 Key figures 2025

Financial performance

SALES AND ORGANIC GROWTH

(in € million)

+5.0% +0.3%

OPERATING RESULT FROM ACTIVITY

AND OPERATING MARGIN

(in € million)

NET PROFIT, GROUP SHARE

(in € million)

8,006

8,266

8,169

9.1%

726

9.7%

802

601

+9.3%

386

422

+5.6%

7.4%

232

245

2023 2024 2025

2023 2024 2025

2023 2024 2025

Operating margin as % of sales

Adjusted for the French Competition Authority fine

FREE CASH FLOW

(in € million)

CAPITAL EXPENDITURE

(In € million)*

NET DEBT

AND LEVERAGE RATIO

(in € million at 31/12)

805

260

124

176

217

222

1,769*

1.8

1,926*

1.8

2,342*

2.7**

2023 2024 2025

2023 2024 2025

2023 2024 2025

* Cash outflows for purchase of PP&E and intangible investments

Net debt/Adjusted EBITDA

* Including IFRS 16 debt

of €358m in 2023, €311m in 2024 and €318m in 2025

** 2.5 excluding French Competition Authority fine

10 GROUPE SEB ---- Annual General Meeting Thursday 12 May 2026

KEY FIGURES 2025 3

Non-financial performance

LABOR RELATIONS AND SOCIAL PERFORMANCE

HEALTH AND SAFETY OF EMPLOYEES

Workplace accidents, LTIR*

DIVERSITY

Percentage of women

in management positions

VALUE CHAIN - SUPPLIERS

Coverage of the Responsible Purchasing Charter*

100%

1.1

0.81

0.76

< 0.5

20%

26.5%

>32%

28.9%

82%

89%

//

2021 2024 2025

//

target 2030

//

2021 2024

2025

//

target 2030

2024

2025

//

target 2030

* Lost Time Injury Rate of accidents with days lost

* % of suppliers of direct purchases and finished products

ENVIRONMENTAL PERFORMANCE

RECYCLED MATERIALS

Percentage of recycled materials in packaging and products manufactured by the Group

SCOPE 1 & 2 GHG EMISSIONS

Trajectory of GHG emissions* (k tons of CO2eq., ref. 2021**)

SCOPE 3 GHG EMISSIONS*

Trajectory of GHG emissions (M tons of CO2eq., ref. 2021**)

34%

47%*

52%

60%

260

212

200

-18.4% -23.0%

151

-42.0%

25.6

-6.7% -8.9%

21.1

-25.0%

// //

target

// //

target

// //

28.1

26.2

target

2021 2024 2025

2030

2021 2024 2025

2030

2021 2024 2025

2030

* Adjusted figure

* Greenhouse gases

** SBTi commitments made relative to 2021

% vs 2021

* Included: scopes 3.1, 3.4 and 3.11

** SBTi commitments made relative to 2021

% vs 2021

SHARE CAPITAL BREAKDOWN AT 31/12/2025

‌4 Stock market performance

Free float = 43.8% of

share capital

9.1%

Individual shareholders

34.8%

Institutional investors

3.1%

Employees

1.0%

Treasury shares

55.3 million shares (as % of EGM share capital)

4.7%

FSP

34.8%

Family

voting block*

7.2%

FÉDÉRACTIVE

and associates**

0.1%

Other family shareholders**

5.2%

BPIFRANCE (LAC1)

BREAKDOWN OF VOTING RIGHTS AT 31/12/2025

0.7%

8.1%

Individual shareholders

Treasury shares

Free float =

34.1% of

voting rights

26.1%

Institutional investors

3.5%

Employees

6.6%

FSP

3.6%

79.8 million votes

(EGM theoretical votes)

41.4%

Family

voting block*

9.9%

FÉDÉRACTIVE

and associates**

0.1%

BPIFRANCE (LAC1) Other family shareholders**

* Founder group shareholders continuing the initial concerted voting block (Agreement of 27/02/2019) including VENELLE INVESTISSEMENT, GÉNÉRACTION, HRC and other family shareholders.

** Shareholders from the Founder group.

NET EARNINGS PER SHARE AND DIVIDEND (IN €)

7.73

7.01

4.26

4.47

Adjusted for the

2.62

2.80 2.80*

provision relating to the French Competition Authority fine.

Dividend

2023 2024 2025

* Proposed to the General Meeting on 12 May 2026

12 GROUPE SEB ---- Annual General Meeting Thursday 12 May 2026

5

‌Business review

(in €m)

RESULTS

2024 2023 2022 2021 2020 2019(6)2018 2017 2016(5)

BALANCE SHEET (AT 31 DECEMBER)

SHARES (IN €)

Price range:

1. Excluding discretionary and non-discretionary profit-sharing and matching contributions to employee savings plans, including temporary staff costs. Since the Group's transition to IFRS in 2004, the reported amounts have also included the service cost of pension and other post-employment.

2. Earnings before interest, taxes, depreciation and amortization (including amortization and impairment of goodwill and trademarks, and depreciation and amortization expense reported under "Other operating income and expenses", financial costs and income tax).

3. Recurring Operating profit before operating depreciation and amortization.

4. Dividend for the year expressed as a percentage of the closing share price at the year-end.

5. The balance sheets and income statements for 2016 were restated in subsequent years. The restatements were not material.

6. After first application of IFRS 16 and excluding Krampouz.

History of significant consolidated items and ratios

(in %)

PROFITABILITY RATIOS

2024 2023 2022 2021 2020 2019(3)2018 2017 2016

FINANCIAL RATIOS

INVESTMENT RATIOS(2)

1. As per new definition of net debt. Note 23.2.

2. Capital expenditure on property, plant and equipment, software and development costs.

3. After first application of IFRS 16.

6

‌Agenda

Agenda for the Combined Annual General Meeting of 12 May 2026

Resolutions to be submitted to the ordinary Annual General Meeting

1. Approval of the separate financial statements for the year ended 31 December 2025.

2. Approval of the consolidated financial statements for the year ended 31 December 2025.

3. Allocation of the result for the year ended 31 December 2025 and setting of the dividend.

4. Reappointment of BPIFRANCE INVESTISSEMENT, represented by Adeline Lemaire, as a director.

5. Appointment of William Gairard, as a director, following his resignation to facilitate the staggering of directors' terms of office.

6. Appointment of Thierry Lescure, as a director, following his resignation to facilitate the staggering of directors' terms of office.

7. Approval of information about the remuneration of all executive officers referred to in Article L. 22-10-9 I of the French Commercial Code.

8. Approval of fixed, variable and exceptional components of the total remuneration and benefits of all kinds, paid or allocated for the 2025 financial year to Thierry de La Tour d'Artaise.

9. Approval of fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid or allocated for the 2025 financial year to Stanislas de Gramont.

10. Approval of the remuneration policy for the Chairman of the Board of Directors for the 2026 financial year.

11. Approval of the remuneration policy for the Chief Executive Officer for the 2026 financial year.

12. Approval of the remuneration policy for directors for the 2026 financial year.

13. Authorization to be granted to the Board of Directors for the company to buy back its own shares.

    Resolutions to be submitted to the extraordinary Annual General Meeting

14. Authorization to be granted to the Board of Directors enabling the company to cancel its own shares.

15. Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or share equivalents and/or debt securities, with pre-emption rights.

16. Delegation of authority granted to the Board of Directors to issue ordinary shares and/or share equivalents and/or debt securities, with waiving of pre-emption rights in the course of a public offering, other than those mentioned in Article L. 411-2, 1° of the French Monetary and Financial Code.

17. Delegation of authority granted to the Board of Directors to issue ordinary shares and/or share equivalents and/or debt securities, with waiving of pre-emption rights as part of an offering governed by Article L. 411-2, 1° of the French Monetary and Financial Code.

18. Delegation of powers to the Board of Directors to increase the company's share capital, without pre-emptive subscription rights, by issuing shares and/or securities giving immediate or future access to the company's share capital, in consideration for contributions in kind made to the company.

19. Blanket ceiling on financial authorizations.

20. Delegation of authority to be granted to the Board of Directors to increase the share capital by capitalizing retained earnings, profit, premiums or other items that may be capitalized.

21. Authorization to be granted to the Board of Directors to grant performance shares.

22. Delegation of authority granted to the Board of Directors to carry out share capital increases restricted to members of a company or Group savings plan and/or sales of reserved shares without of pre-emption rights.

23. Amendment of Article 16 of the bylaws.

24. Powers to carry out formalities.

7

‌Proposed resolutions and Report of the Board of Directors

Draft resolutions and Board of Directors' report to the Combined Annual General Meeting of 12 May 2026

This chapter presents the draft resolutions to be submitted to the Combined Annual General Shareholders' Meeting to be held on 12 May 2026, and the Board of Directors' report (explanatory

statement) on these resolutions. The Board of Directors' report and the draft resolutions were approved by the Board of Directors at its meeting on 24 February 2026.

Ordinary resolutions

RESOLUTIONS 1 TO 3

Approval of the annual financial statements (separate and consolidated) for the financial year ended 31 December 2025, allocation of the result for the financial year ended 31 December 2025 and setting of the dividend

Explanatory statement

By voting on Resolutions 1 and 2, the Board of Directors invites the shareholders to approve:

• the separate financial statements for the financial year ended 31 December 2025, which show a net result of €127,161,182;

• the consolidated financial statements for the financial year ended 31 December 2025, which show a net profit attributable to owners of the parent of €244,618,014.

  Details of these financial statements appear in the 2025 Annual Financial Report, the main elements of which are contained in the meeting notice relating to the Annual General Meeting of 12 May 2026.

  The aim of Resolution 3 is to invite the shareholders to allocate the net result for 2025 and to set the dividend amount as follows:

• a net ordinary dividend of €2.80 per share having a par value of €1;

• a supplementary dividend of 10% or €0.28 per share having a par value of €1.

The supplementary dividend will be paid on shares registered prior to 31 December 2023 and continuing to be registered in the name of the same holder until the ex-dividend date of

20 May 2026. These shares represent 57.44% of the outstanding total. No single shareholder will be entitled to the supplementary dividend on any shares in excess of 0.5% of the company's share capital.

The ex-dividend date will be 20 May 2026. The dividend will be paid as from 22 May 2026.

The dividend and the supplementary dividend qualify for the exemption referred to in Article 158-3.2 of the French General Tax Code.

Resolution 1:

Approval of the separate financial statements for the year ended 31 December 2025

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the report of the Board of Directors and of the Statutory auditors on the company's operations and results for the financial year ended 31 December 2025, approves the financial statements as presented, which show a net profit of €127,161,182.

Resolution 2:

Approval of the consolidated financial statements for the year ended 31 December 2025

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the report of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the year ended 31 December 2025, which show a net profit attributable to owners of the parent of €244,618,014.

Resolution 3:

Allocation of the result for the fiscal year ended 31 December 2025 and setting of the dividend.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, on the proposal of the Board of Directors, resolves to allocate the distributable profit for the 2025 financial year as follows:

The amount distributed to shareholders represents a dividend of

€2.80 per share having a par value of €1.

The ex-dividend date will be 20 May 2026 and the dividend will be paid as from 22 May 2026.

Furthermore, as provided for in Article 46 of the company's bylaws, a supplementary dividend of 10% of the dividend, amounting to €0.280 per share having a par value of €1, will be paid on shares registered in the name of the same holder throughout the period between 31 December 2023 and the ex-dividend date, 20 May 2026.

However, no single shareholder will be entitled to the supplementary dividend on any shares in excess of 0.5% of the company's capital.

The dividends distributed will qualify for the 40% exemption for natural persons who are tax residents of France, as per Article 158.3-2° of the French General Tax Code.

The Annual General Meeting acknowledges that dividends distributed for the last three years were as follows:

Dividend qualifying for 40% exemption

Dividend not qualifying for 40% exemption

RESOLUTIONS 4 TO 6

Reappointment and appointment of directors

Explanatory statement

The Board of Directors noted the expiration of the terms of BPIFRANCE INVESTISSEMENT at the close of the Annual General Meeting of 12 May 2026.

On the recommendation of the Governance and Compensation Committee, the Board of Directors has decided to submit for shareholder approval the reappointment for a four-year term of office of BPIFRANCE INVESTISSEMENT, represented by Adeline Lemaire (Resolution 4).

BPIFRANCE INVESTISSEMENT has been a shareholder in the company since 2022 and, as such, plays a decisive role in long-term strategic, financial and operational support.

Mrs Adeline Lemaire, in her capacity as permanent representative of BPI FRANCE INVESTISSEMENT, will continue to provide the Board with her extensive financial expertise, solid knowledge of the corporate governance of listed companies and recognized experience in Sustainable Development.

Furthermore, on the recommendation of the Governance and Compensation Committee, the Board proposes the appointment of Mr William Gairard and Mr Thierry Lescure as directors, following their respective resignations, in order to facilitate the staggering of terms of office (Resolutions 5 and 6).

Mr William Gairard, a director since 2015, will continue to provide the Board with his financial expertise, his ESG competencies and extensive knowledge of the Group.

A member of the Board since 2019, Mr. Thierry Lescure will continue to contribute to the Board his financial expertise, his strong understanding of governance matters, as well as his in-depth knowledge of technology.

Subject to the approval of Resolutions 4 to 6, the composition of the Board of Directors will remain at 14 members at the close of the Annual General Meeting of 12 May 2026.

Resolution 4:

Reappointment of BPIFRANCE INVESTISSEMENT, represented by Adeline Lemaire, as a director.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the Board of Directors' report, reappoints BPIFRANCE INVESTISSEMENT, represented by Adeline Lemaire, as a director for a period of four years expiring at the close of the Ordinary Annual General Meeting to be held to approve the financial statements for the financial year ended 31 December 2029.

Resolution 5:

Appointment of William Gairard, as a director, following his resignation to facilitate the staggering of directors' terms of office.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the Board of Directors' report, decides to reappoint William Gairard as a director, following his resignation to facilitate the staggering of directors' terms of office, for a period of four (4) years expiring at the close of the Annual General Meeting to be held to approve the financial statements for the financial year ended 31 December 2029.

Resolution 6:

Appointment of Mr Thierry Lescure, as a director, following his resignation to facilitate the staggering of directors' terms of office.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the Board of Directors' report, decides to reappoint Thierry Lescure as a director,

following his resignation to facilitate the staggering of directors' terms of office, for a period of three (3) years expiring at the close of the Annual General Meeting to be held to approve the financial statements for the financial year ended 31 December 2028.

RESOLUTION 7

Approval of information about the remuneration of all executive officers referred to in Article L. 22-10-9 I of the French Commercial Code

Resolution 7

Approval of information about the remuneration of all executive officers referred to in Article L. 22-10-9 I of the French Commercial Code.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the corporate governance report, approves, pursuant to Article L. 22-10-34 I of the French

Commercial Code, the information referred to in Article L. 22-10-9 I of the French Commercial Code presented therein, as it appears in Chapter 3.5 of the 2025 Universal Registration Document.

RESOLUTIONS 8 AND 9

Approval of executive officers' remuneration paid during or awarded in respect of the 2025 financial year

Resolution 8:

Approval of fixed, variable and exceptional components of the total remuneration and benefits of all kinds,

paid or allocated for the 2025 financial year to Thierry de La Tour d'Artaise.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the corporate governance report, approves, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the 2025 financial year or allocated for the same financial year to Thierry de La Tour d'Artaise as set out in Chapter 3.5 of the 2025 Universal Registration Document.

Resolution 9:

Approval of fixed, variable and exceptional components of the total remuneration and benefits of all kinds paid or allocated for the 2025 financial year

to Stanislas de Gramont.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the corporate governance report, approves, pursuant to Article L. 22-10-34 II of the French Commercial Code, the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the 2025 financial year or allocated for the same financial year to the Stanislas de Gramont, as set out in Chapter 3.5 of the 2025 Universal Registration Document.

RESOLUTIONS 10 TO 12

Approval of the remuneration policy for all executive officers

Resolution 10:

Approval of the remuneration policy for the Chairman of the Board of Directors for the 2026 financial year.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the corporate governance report, approves the remuneration policy for the Chairman of the Board of Directors for the 2026 financial year as presented in Chapter 3.5 of the 2025 Universal Registration Document.

Resolution 11:

Approval of the remuneration policy for the Chief Executive Officer for the 2026 financial year.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the corporate governance report, approves the remuneration policy for the Chief Executive Officer for the 2026 financial year as presented in Chapter 3.5 of the 2025 Universal Registration Document.

Resolution 12:

Approval of the remuneration policy for directors for the 2026 financial year.

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the Board of Directors' report, approves the remuneration policy for the directors for 2026 as presented in Chapter 3.5 of the 2025 Universal Registration Document.

This decision applies to the current financial year and will be maintained until a new decision is taken.

RESOLUTION 13

Authorization to be granted to the Board of Directors for the company to buy back its own shares.

Explanatory statement

The Annual General Meeting of 20 May 2025 authorized the Board of Directors to trade in the company's shares. In 2025, the company definitively awarded 140,484 performance shares under the 2022 plan and, in addition, as exceptional early awards, 500 performance shares under the 2023 plan and 830 performance shares under the 2024 plan. In addition, under the liquidity contract, 456,167 shares were acquired at an average price of €68.25 and 456,167 shares were sold at an average price of €68.08.

Under the buy-back program, the company acquired 15,000 shares at an average price of €84.51 through its investment services provider.

As of 31 December 2025, the company held 549,966 treasury shares with a par value of €1 and a gross value of €58,068,457. These treasury shares represented 0.99% of the company's share capital, including 549,966 under the buyback agreement and none under the liquidity contract.

These transactions are also described in Chapter 8 of the Universal Registration Document, "Information on the company and its share capital". Since the existing authorization is due to expire at the end of the 2026 Annual General Meeting, Resolution 13 therefore invites the shareholders to once

more authorize the Board of Directors, for a period of 18 months, to trade in the company's shares at a maximum price of €180 per share, excluding trading fees. The authorization would cover a maximum of 10% of the share capital.

For each of the following objective with not priority given to any over the others, the company could purchase its own shares for each of the following purposes, with none taking precedence over the others:

• maintaining a liquid market for the company's shares through an investment service provider acting on a fully independent basis;

• allocating shares to eligible employees and executive officers of the company;

• canceling shares in order to increase return on equity and earnings per share or to offset the dilutive impact in the event of any capital increases on existing shareholders' interests;

• delivering or exchanging shares in connection with any future external growth transactions;

• allocating shares on the exercising of rights attached to share equivalents.

  In accordance with the law, these shares have been stripped of their voting rights.

  Resolution 13:

  Authorization to be granted to the Board of Directors for the company to buy back its own shares

  The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Ordinary Annual General Meetings, having considered the Board of Directors' report:

  • resolves to terminate the share buyback program authorized by the Combined Annual General Meeting of 20 May 2025;

  • resolves to adopt the program described below, and accordingly:

    • to authorize the Board of Directors, or any representative of the Board empowered to act on the Board's behalf, in accordance with Articles L. 22-10-62 et seq. of the French Commercial Code, to buy back shares of the company representing up to 10% of the share capital, subject to the limits set down by law;

  • resolves that the shares may be bought back for the following purposes:

    • to maintain a liquid market for SEB's shares through an independent investment service provider under a liquidity contract that complies with the AMAFI Code of Ethics recognized by the Financial Market Authority,

    • for allocation to eligible employees and executive officers of the company or the Group in the form of performance shares governed by Articles L. 22-10-59 et seq. of the French Commercial Code, or in payment of statutory employee profit-shares, or in connection with an employee stock ownership or stock saving plan,

  • for cancellation, in order to increase return on equity and earnings per share and/or to offset the dilutive impact of any capital increase on existing shareholders' interests, provided that such cancellation is authorized by the Extraordinary Annual General Meeting,

  • for delivery or exchange in connection with any future external growth transactions initiated by the company, up to a limit of 5% of the capital,

  • for allocation on the exercising of rights attached to share equivalents that are convertible, exercisable, redeemable or exchangeable for the assignment of company shares, in accordance with the applicable stock market regulations;

• resolves that shares may not be bought back under this authorization for more than €180 per share, excluding trading fees;

• resolves that the Board of Directors may adjust the above price, in the case of any change in the share's par value, by capitalizing reserves, any stock-split or reverse stock-split, any return of capital or capital reduction, any distribution of reserves or assets, or any other corporate action, to take into account the effect thereof on the share price. In this case, the price will be adjusted based on the ratio between the number of shares outstanding before and after the corporate action;

• resolves that the total amount invested in the share buyback program may not exceed €996,079,860;

  • resolves that the shares may be bought back by any appropriate method and accordingly that all or part of the program may be implemented on the market or through block purchases - and, if appropriate, through over-the-counter sales - or by means of public buyback or exchange offers, or through the use of options and derivative instruments. The buybacks may be carried out at any time at the Board's discretion, subject to compliance with the applicable securities regulations. The shares purchased under this authorization may be kept, sold or transferred by any method, including through block sales, at any time including while a public tender offer is in progress;

• to give full powers to the Board of Directors, including the power of delegation, to:

  • carry out the transactions and set the related terms and conditions,

  • place all orders on or off the stock market,

  • adjust the maximum purchase price of the shares to take into account the effect on the share price of any of the corporate actions referred to above,

  • enter into any and all agreements for the keeping of a register of share purchases and sales or for any other purpose,

  • fulfill any and all reporting obligations with the Financial Market Authority and any other bodies,

  • carry out any and all formalities;

• resolves that this authorization will be granted for a period of 18 months as from this Annual General Meeting.

Extraordinary resolutions

RESOLUTION 14

Authorization to be granted to the Board of Directors enabling the company to cancel its own shares

Resolution 14:

Authorization to be granted to the Board of Directors enabling the company to cancel its own shares

The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Extraordinary Annual General Meetings, having considered the Board of Directors' report and the Statutory auditors' report:

• authorizes the Board of Directors to cancel, on one or more occasions at its discretion, some or all of the shares currently held or that may be held in the future by the company following share buybacks carried out pursuant to Article L. 22-10-62 of the French Commercial Code, provided the number of shares canceled in any 24-month period does not exceed 10% of the total shares outstanding. The difference between the purchase price of the canceled shares and their par value will be deducted from additional paid-in capital and retained earnings,

  with an amount corresponding to 10% of the share capital reduction being deducted from the legal reserve; it being specified, however, that the Board of Directors will not be authorized to make use of this authorization during any public offer period for the company's share capital;

• authorizes the Board of Directors to place on record the capital reduction(s), amend the bylaws to reflect the new capital and carry out any and all formalities, make all declarations to any organizations and generally undertake whatever is necessary;

• authorizes the Board of Directors to delegate all necessary powers to permit the implementation of its decisions, subject to compliance with the laws and regulations in force when this authorization is used;

• grants this authorization to the Board of Directors for a period of 26 months and consequently decides that this authorization cancels all authorizations given previously for the same purpose.

  RESOLUTIONS 15 TO 19

  Delegation of authority to be given to the Board of Directors to issue share equivalents with or without pre-emption rights

  Explanatory statement

  In order to provide the company with the financial flexibility necessary to pursue its development strategy, it is proposed that the Annual General Meeting delegate to the Board of Directors the powers required to, when the time comes and depending on the opportunities offered by the financial markets, issue securities giving immediate or future access to the share capital of the company or any company in which it holds, directly or indirectly, more than half of the share capital.

  Shareholders will be asked, by voting on Resolution 15, to delegate to the Board of Directors the power to decide to carry out one or more share capital increases, while maintaining shareholders' pre-emption rights.

  The maximum par value of share capital increases that may be carried out under this delegation would be set at

  €5,500,000, representing approximately 10% of the share capital as of 31 December 2025.

  This delegation would allow the Board of Directors to mobilize financial resources quickly, while guaranteeing shareholders the possibility of retaining their proportion of the share capital.

  In order to be able to readily take any market opportunities that may arise, particularly in relation to public offers or operations aimed at qualified investors or a restricted pool of investors, we would ask shareholders to pass Resolutions 16 and 17 and thereby delegate authority to the Board of Directors to issue ordinary shares and/or share equivalents and/or debt securities, without pre-emption rights.

  It is specified that the Board of Directors may, if it deems it appropriate, grant shareholders a right of priority, pursuant to terms and a duration that it will determine, in order to enable them to participate in these operations.

  In accordance with the legal provisions, the issue price would be at least equal to the weighted average of the prices of the last three trading sessions preceding the start of the public offer, potentially reduced by a maximum discount of 10%.

  Given the potentially dilutive effect of these operations for the shareholders, the Board of Directors may only use these delegations if the decision is approved by a qualified majority of 11 of the 14 directors.

  The maximum par value of the share capital increases that may be made under these delegations would be set at

  €5,500,000, or approximately 10% of the share capital as of 31 December 2025, and the maximum par value of the debt securities that may be issued would be capped at

  €1,500 million. All of these delegations would be granted for a period of 26 months.

  If and when these authorizations are used, the Board of Directors will prepare an additional report describing, in particular, the final terms of the issue, the basis for setting the price, the impact of the operation on the situation of existing shareholders and the estimated impact on the share price, as required by law.

  It should be noted that similar delegations granted by the Annual General Meeting on 23 May 2024 have not been used.

  In Resolution 18, you are asked to delegate to the Board of Directors the authority to decide on a share capital increase through the issue of shares and/or share equivalents in consideration for contributions in kind, with waiver of preemptive subscription rights.

  This delegation would allow the company to carry out external growth operations or strategic partnerships through contributions.

  These operations would be carried out in accordance with the legal rules applicable to contributions in kind, in particular those relating to the intervention of a contribution auditor.

  The maximum par value of share capital increases that may be carried out under this delegation would be set at

  €2,750,000, or approximately 5% of the share capital as of 31 December 2025.

  It is also proposed that all delegations conferred by Resolutions 15 to 18 be suspended during periods of public offers for the company's share capital, in accordance with good corporate governance practices.

  Lastly, in Resolution 19, we invite shareholders to set at

  €11 million the maximum total par value of the share capital increases that may be carried out by the Board of Directors pursuant to the delegations granted in Resolutions 15 to 18, it being specified that the maximum nominal amount of the share capital increases carried out under Resolutions 16, 17 and 18 cannot exceed €5,500,000.

  Resolution 15:

  Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or share equivalents and/or debt securities, with pre-emption rights

  The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Extraordinary Annual General Meetings, having considered the Board of Directors' report and the Statutory Auditors' special report and in accordance with Articles L. 225-129 to L. 225-129-6, L. 225-132,

  L. 225-133, L. 225-134 and L. 228-91 et seq. of the French Commercial Code:

  • gives the Board of Directors the power to decide by a qualified majority of 11 of the 14 members present or represented, with the option to further delegate in the manner provided for by law and regulations, to issue, on one or more occasions, company shares and securities giving immediate or future access, by any means, to shares of the company or any company in which it directly or indirectly owns more than half of the share capital or equity securities giving entitlement to debt securities, denominated in euros or in foreign currencies, in France or on the international market, and to determine the timing and amounts of said issues; it being specified, however, that the Board of Directors will not be authorized to make use of this authorization during any public offer period for the company's share capital;

  • resolves that issues of preference shares or securities convertible by any means, immediately or in the future, into preference shares are expressly excluded from this delegation of authority;

  • resolves that any shares and securities issued under this delegation may be subscribed for in cash or by offsetting against outstanding receivables;

  • resolves that the amount of share capital increases that may be carried out, immediately and/or in the future, under this delegation may not exceed a par value of €5,500,000, not including the par value of any additional shares to be issued to protect the rights of holders of share equivalents in accordance with applicable laws, regulations and, as the case may be, contractual provisions;

  • moreover resolves that the nominal value of debt securities issued pursuant to this delegation may not exceed

    €1,500 million or the equivalent of this amount in the case of issues denominated in foreign currencies;

  • resolves that shareholders will, in the manner provided for by law, have pre-emption rights to subscribe pro-rata to their existing interest in the company's capital. In addition, the Board of Directors may grant shareholders a pre-emption right to subscribe any shares and/or share equivalents not taken up by other shareholders. If the issue is oversubscribed, such additional pre-emption right shall also be exercisable pro-rata to the existing interest in the company's capital of the shareholders concerned.

    If the issue is not taken up in full by shareholders exercising their pre-emption rights as described above, the Board of Directors may take one or other of the following courses of action, in the order of its choice:

  • limit the amount of the issue to the subscriptions received, provided at least three-quarters of the issue is taken up;

• freely allocate some or all of the unsubscribed securities;

• offer some or all of the unsubscribed securities to the public;

• resolves that subscription warrants for the company's shares may be offered for subscription on the above basis, or allocated among holders of existing shares without consideration;

• establishes that this authorization may automatically entail the waiver in favor of holders of securities giving future access to equity in the company that may be issued through conversion, exchange, exercise of a warrant or any other means, by shareholders, of their pre-emption right to subscribe for the shares issued on the basis of those securities;

• resolves that the amount to be received by the company for each share issued immediately or in the future under this delegation shall not represent less than the par value of the shares, after taking account in the case of the issue of standalone warrants or other primary securities of the issue price of said warrants or securities;

• resolves that the Board of Directors shall be fully empowered to use this delegation, with the option to further delegate in the manner provided for by law and regulations, to in particular make decisions regarding any share capital increase and determine the securities to be issued, determine the dates and terms of the issues, as well as the form and characteristics of the securities to be issued, set the issue price and terms, the amount of each issue, the cum-rights date which may be set retrospectively, the terms of settlement of the subscription price of the shares or other securities issued and, if appropriate, the conditions under which they may be bought back on the market, the right to suspend the exercise of the rights attached to the securities to be issued for a period of no more than three months, determine the arrangements for protecting the rights of holders of share equivalents that give future access to equity, pursuant to applicable laws, regulations and, as the case may be, contractual provisions, to write off any and all amounts against the issue premium, including the issuance costs, and to take all necessary or appropriate measures and enter into any and all agreements in connection with the placement of the issues, to place on record the resulting share capital increase(s) and to amend the bylaws to reflect the new capital. In the event of an issue of debt securities, the Board of Directors shall be fully empowered, with the option to further delegate in the manner provided for by law and regulations, to decide whether these debt securities shall be subordinated or unsubordinated, set the interest rate, maturity, redemption price (which may be fixed or variable and may or may not include a premium), terms of early redemption depending on market conditions and the basis on which these securities give access to company equity;

• grants this authorization to the Board of Directors for a period of 26 months and consequently decides that this authorization cancels all authorizations given previously for the same purpose.

  Resolution 16:

  Delegation of authority granted to the Board of Directors to issue ordinary shares and/or share equivalents and/or debt securities, with waiving of pre-emption rights in the course of a public offering, other than those mentioned in Article L. 411-2, 1° of the French Monetary and Financial Code

  The Annual General Meeting, voting in accordance with the quorum and majority voting requirements for Extraordinary Annual General Meetings, having considered the Board of Directors' report and the Statutory Auditors' special report and in accordance with Articles L. 225-129 to L. 225-129-2, L. 22-10-52 and L. 228-91 et seq. of the French Commercial Code:

  • gives the Board of Directors the power to decide by a qualified majority of 11 of the 14 members present or represented, with the option to further delegate in the manner provided for by law and regulations, to issue by way of a public offering other than those mentioned in Article L. 411-2, 1° of the Monetary and Financial Code on the French and/or international market, on one or more occasions, company shares and securities giving immediate or future access, by any means, to shares of the company or any company in which it directly or indirectly owns more than half of the share capital or equity securities giving entitlement to debt securities, denominated in euros or in foreign currencies, in France or on the international market, and to determine the timing and amounts of said issues; it being specified, however, that the Board of Directors will not be authorized to make use of this authorization during any public offer period for the company's share capital;

  • resolves that any shares and securities issued under this delegation may be subscribed for in cash or by offsetting against outstanding receivables;

  • resolves that the amount of share capital increases that may be carried out, immediately or in the future, under this delegation may not exceed a par value of €5,500,000, not including the par value of any additional shares to be issued to protect the rights of holders of share equivalents in accordance with applicable laws, regulations and, as the case may be, contractual provisions;

  • resolves that the nominal value of debt securities issued pursuant to this delegation may not exceed €1,500 million or the equivalent of this amount in the case of issues denominated in foreign currencies;

  • resolves that shareholders shall not have a pre-emption right to subscribe for securities issued under this resolution, but that the Board of Directors may grant shareholders a preferential right to subscribe for some or all of the issue, for a period and on terms to be decided in accordance with applicable laws and regulations. Said priority right shall not be transferable but the Board of Directors may allow shareholders to subscribe the issue and any securities not taken up by other shareholders pro-rata to their existing shareholdings;

  • resolves that if any issue of the aforementioned securities is not taken up in full by existing shareholders and the public, the Board of Directors may limit the amount of the issue to the value of the subscriptions received, provided at least three-quarters of the issue is taken up, or freely allocate some or all of the unsubscribed securities;

  • establishes that this authorization may automatically entail the waiver in favor of holders of securities giving future access to equity in the company that may be issued through conversion,

    exchange, exercise of a warrant or any other means, by shareholders, of their pre-emption right to subscribe for the shares issued on the basis of those securities;

• establishes that public offerings of shares and/or securities decided under this delegation of authority may be combined, as part of a single issue or multiple issues of shares and/or of securities, with offerings falling within the scope of Article L. 411-2, 1° of the French Monetary and Financial Code decided pursuant to the delegation of authority in Resolution 17 of this Annual General Meeting;

• formally records that, pursuant to Article L. 22-10-52 of the French Commercial Code:

  • the issue price of directly issued shares must be at least equal to the minimum price permitted under applicable laws and regulations on the date of the issue,

  • the issue price of securities giving access or potentially giving access to equity in the company must be such that the sum received immediately by the company plus, as the case may be, any sum it may subsequently receive for each share issued as a result of the issue of these securities is at least equal to the minimum subscription price defined in the above paragraph;

• resolves that the Board of Directors shall be fully empowered to use this delegation, with the option to further delegate in the manner provided for by law and regulations, to in particular determine the dates and terms of the issues, as well as the form and characteristics of the securities to be issued, set the issue price and terms, the amount of each issue, the cum-rights date which may be set retrospectively, the terms of settlement of the subscription price of the shares or other securities issued and, if appropriate, the conditions under which they may be bought back, the right to suspend the exercise of the rights attached to the securities to be issued for a period of no more than three months, determine the arrangements for protecting the rights of holders of share equivalents that give future access to equity, pursuant to applicable laws, regulations and, as the case may be, contractual provisions, to write off any and all amounts against the issue premium, including the issuance costs, and to take all necessary or appropriate measures and enter into any and all agreements in connection with the placement of the issues, to place on record the resulting share capital increase(s) and to amend the bylaws to reflect the new capital.

  The Board of Directors shall be fully empowered, with the option to further delegate in the manner provided for by law and regulations, to decide whether to issue subordinated or unsubordinated debt securities, set the interest rate, maturity, redemption price (which may be fixed or variable and may or may not include a premium), terms of early redemption depending on market conditions and the basis on which these securities give access to company equity;

• grants this authorization to the Board of Directors for a period of 26 months and consequently decides that this authorization cancels all authorizations given previously for the same purpose.