Combined Shareholders Meeting

Wednesday, May 27, 2026 at 10:00 a.m.

Théâtre Traversière

15 bis rue Traversière, 75012 Paris

Dear shareholder,

We are honored to convene you to EUROAPI’s Annual Combined Shareholder Meeting, which will be held on Wednesday, May 27, 2026, at 10:00 a.m. (Paris time) at the Théâtre Traversière, 15 bis rue Traversière, 75012 Paris. If you cannot attend in person, we invite you to send your voting instructions to our centralizing bank before May 20, 2026. This convening notice comprises all the information you need to participate in the meeting, as well as the agenda and the draft of resolutions to be submitted for your approval.

This Annual General Meeting will be broadcasted live on our website, www.euroapi.com. It will enable us to present the 2025 results, and the progress made in executing our FOCUS-27 program.

In 2025, in a rapidly evolving global context, the company faced significant headwinds while continuing to implement the first phase of its transformation plan. In this context, The Board and the management remain fully engaged in overseeing the company’s transformation and execution of its long-term strategy.

We are committed to progressively restore profitable growth, and would like to thank our stakeholders, in particular EUROAPI’s employees and shareholders for their continued engagement, support, and loyalty.

I – Preliminary formalities for participating in the general meeting

All shareholders may take part in the general meeting, regardless of the number of shares they hold, notwithstanding any contrary provisions in the Company’s bylaws.

The right to participate in the general meeting is subject to the registration of shares in a securities account in the name of the shareholder or the registered intermediary on their behalf, in accordance with Article R. 22-10-28 of the French Commercial Code, no later than the fifth business day preceding the meeting, i.e. by May 20, 2026 (zero hours, Paris time):

• in registered securities accounts held on behalf of the Company by its agent Uptevia (Service Assemblées Générales – Cœur Défense, 90-110 Esplanade du Général de Gaulle – 92931 Paris La Défense Cedex); or
• in bearer securities accounts held by an authorized financial intermediary.

Registration of bearer shares must be evidenced by a certificate of shareholding issued by the authorized intermediary, which may be provided electronically in accordance with Article R. 225-61 of the French Commercial Code, and attached to the proxy or postal voting form (“Single voting form”) or to the request of an admission card established in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

II – Methods of participation in the general meeting

Shareholders may choose one of the three following methods to exercise their voting rights:

• attend the general meeting in person;
• appoint the Chair of the general meeting or any individual or legal entity as proxy;
• vote by post or via the Internet.

In addition to the Single voting form in hard copy, shareholders will be able to submit voting instructions, appoint or revoke a proxy, or request an admission card via the Internet prior to the meeting, through the VOTACCESS platform, under the terms described below.

The VOTACCESS platform will be open from Wednesday May 6, 2026, 10:00 a.m. (Paris time) to the day before the meeting, i.e. Tuesday, May 26, 2026 until 3:00 p.m. (Paris time).

To avoid potential congestion on the site, shareholders are encouraged not to wait until the final day to enter their instructions.

1. Attending the general meeting in person

Shareholders wishing to attend the meeting must request an admission card as follows:

Online:

• pure registered shareholders: may access the voting platform via their Shareholder Portal at https://www.investors.uptevia.com/

Pure registered shareholders must connect to their Shareholder Portal using their usual login details. Once connected, they must follow the instructions to access VOTACCESS and request their admission card;

• administered registered shareholders and/or employee shareholders: may log in to the VoteAG website at https://www.voteag.com/:

Administered registered shareholders and/or employee shareholders must connect to VoteAG, using the temporary access codes provided on the Single voting form or electronic notice. Once logged in, they should follow the instructions to access VOTACCESS and request an admission card;

• bearer shareholders: must check whether their financial intermediary is connected to the VOTACCESS platform, and, if so, under what conditions to use the VOTACCESS platform. If the intermediary is connected, the shareholder must log in to the intermediary’s portal using their usual login details and follow the on-screen instructions to access VOTACCESS and request their admission card.

By post:

• registered shareholders: must complete the Single voting form enclosed with the notice of meeting, indicating their intention to attend the general meeting and to receive an admission card, then date and sign the form and return it using the prepaid envelope provided;
• bearer shareholders: must request an admission card from their financial intermediary who manages their securities account.

Postal requests must be received by Uptevia no later than three business days prior to the meeting.

Shareholders who have not received their admission card within the statutory period before the meeting are invited to:

• registered shareholders: go directly to the designated reception desks on the day of the meeting with valid identification;
• bearer shareholders: request a shareholding certificate from their financial intermediary evidencing their shareholder status as of the fifth business day preceding the meeting.

2. Voting by proxy or by post

Shareholders not attending the meeting in person may choose one of the three following options:

• appoint the Chair of the general meeting as proxy;
• appoint any individual or legal entity of their choice as proxy, in accordance with Articles L. 22-10-39 and L. 225-106 I of the French Commercial Code;
• vote by post.

Under the following terms:

Online:

• pure registered shareholders: may access the voting site via their Shareholder Portal at https://www.investors.uptevia.com/:

Pure registered shareholders must connect to their Shareholder Portal using their usual login details, Once connected, they must follow the instructions to access VOTACCESS and vote, or appoint or revoke a proxy;

• administered registered shareholders and/or employee shareholders: may log in to the VoteAG website at https://www.voteag.com/:

Administered registered shareholders and/or employee shareholders must connect to VoteAG, using the temporary access codes provided on the Single voting form or electronic notice. Once logged in, they should follow the instructions to access VOTACCESS and vote, or appoint or revoke a proxy;

• bearer shareholders: must check whether their financial intermediary is connected to the VOTACCESS platform, and, if so, under what conditions to use the VOTACCESS platform. If the intermediary is connected, the shareholder must log in to the intermediary’s portal using their usual login details and follow the on-screen instructions to access VOTACCESS and vote or appoint/revoke a proxy.

If the intermediary is not connected to VOTACCESS, the appointment or revocation of a proxy may still be notified electronically in accordance with Article R. 22-10-24 of the French Commercial Code, by sending an email to: ct-mandataires-assemblees@uptevia.com. The email must include a scanned copy of the duly completed and signed single voting form. Bearer shareholders must also attach the Single voting form duly completed and signed. Bearer shareholders must also attach the certificate issued by their authorized intermediary. Only duly completed, signed, and confirmed notifications received no later than the day before the meeting, by 3:00 p.m. (Paris time), will be considered valid.

By post:

• registered shareholders: must complete the Single voting form enclosed with the notice received by registered shareholders, then sign, date, and return it using the prepaid envelope provided;
• bearer shareholders: must request the Single voting form from their financial intermediary, complete and sign it, and return it to their intermediary, who will attach the shareholding certificate and forward it to Uptevia.

Postal voting forms must be received by Uptevia no later than three business days before the meeting.

It is specified that if no proxyholder is specified, the proxy will be considered granted to the Chair of the general meeting, who will vote in favor of resolutions approved by the Board of Directors and against all other resolutions.

Single voting forms are automatically sent by post to shareholders holding pure or administered registered shares.

Bearer shareholders may request the Single voting form by sending a simple letter to: Uptevia – Service Assemblées Générales – Cœur Défense, 90-110 Esplanade du Général de Gaulle – 92931 Paris La Défense Cedex, no later than six days prior to the meeting.

Shareholders who have submitted a request for an admission card, a proxy, or a postal voting form may no longer change their method of participation.

III – Written Questions

In accordance with Articles L. 225-108 and R. 225-84 of the French Commercial Code, shareholders may submit written questions to the Company. Questions must be sent by registered letter with acknowledgment of receipt to the Company’s registered office at: EUROAPI – 32, rue Alexandre Dumas, 75011 Paris, France, or by email to: ir@euroapi.com, no later than the fourth business day preceding the date of the meeting, i.e. by May 21, 2026. Questions must be accompanied by a registration certificate of shareholding.

IV – Requests for the inclusion of draft resolutions or agenda items

Duly motivated requests for the inclusion of agenda items or draft resolutions submitted by shareholders meeting the legal requirements must be sent by registered letter with acknowledgment of receipt to the Company’s registered office at: EUROAPI – 32, rue Alexandre Dumas, 75011 Paris, France, and must be received no later than 25 calendar days prior to the general meeting. Requests must include a registration certificate of shareholding proving that the requesting shareholders hold or represent the portion of share capital required under Article R. 225-71 of the French Commercial Code. The list of agenda items and the text of the draft resolutions will be published on the Company’s website: ww.euroapi.com, in accordance with Article R. 22-10-23 of the French Commercial Code. Requests for inclusion must be accompanied by the full text of the draft resolutions, which may be supplemented by a brief statement of reasons.

The inclusion of such items or resolutions in the meeting agenda is subject to the submission, by the relevant shareholders, of a new shareholding certificate no later than the fifth business day preceding the meeting at zero hours (Paris time), under the same conditions described above.

V – Right of Access to Information

In accordance with applicable law, all documents to be provided in connection with the general meeting will be made available to shareholders, within the legal deadlines, at the Company’s registered office and on the Company’s website (www.euroapi.com).

To the extent that the documents and information referred to in Articles R. 225-81 et R. 225-83 of the French Commercial Code are made available on the Company’s website, and in accordance with the provisions of Article R. 225-88 of the French Commercial Code, no requests for the delivery of documents that may be submitted to the Company will be fulfilled.”

VI – Live Broadcast of the meeting

Pursuant to Article R. 22-10-29-1 of the French Commercial Code, the general meeting will be broadcast live in its entirety at the following link: https://www.euroapi.com/en/investors/regulatory-information/annual-general-meetings

A recording of the meeting will be available on the Company’s website within seven (7) business days after the meeting and will remain accessible for at least two years from the date of publication.

Address: Théâtre Traversière, 15 bis rue Traversière, 75012 Paris

• Metro, RER or Transilien:

• RER A and D: station Gare de Lyon
• Metro: line 1 - station Gare de Lyon, line 6 - station Bercy, Ligne 14 - station Gare de Lyon
• Transilien R - station Gare de Lyon

• Bus: lines 24, 29, 57, 61, 63, 72, 77, 87, 91

At EUROAPI, we have a vision to build together the future of public health by advancing and securing access to essential active ingredients.

Our shared and purpose-driven objective is to guarantee access to the essential active ingredients to improve and protect the health of populations.

This goal is closely tied to healthcare sovereignty to reduce dependence on fragile global supply chains and strengthen healthcare resilience.

At EUROAPI, our mission is to provide our clients with high-quality and sustainable API solutions, driven by a collective commitment to public health and new drug development.

We position ourselves as a high-quality service provider with a dual model as a proprietary API producer and Contract Development and Manufacturing Organization.

Our B2B approach reflects our commitment to providing innovative, customized, and sustainable API solutions.

At EUROAPI, our strategy is guided by our purpose: to secure the core of the healthcare value chain. We safeguard access to essential medicines that society depends on. We take pride in our commitment to this vital societal cause, as highlighted by the COVID crisis.

At EUROAPI, we want our culture to inspire every action in our professional lives. This led us to identify four core values for our business and the culture we want to promote: Ownership, Passion, Collaboration, and Care.

At EUROAPI, we strongly believe without compromise in:

2025 Key financial figures

• (1) Including an adjustment in the allocation of sales between Sanofi and Other clients following the change in Opella’s majority shareholders. Since 01 May 2025, sales to Opella have been reported under the Other Client Segment.

Net sales by flow and type⁽¹⁾

Net sales by product category

Key figures

Balance sheet

• (1) Including an adjustment in the allocation of sales between Sanofi and Other clients following the change in Opella’s majority shareholders. Since 01 May 2025, sales to Opella have been reported under the Other Client Segment.

Group cash flow

Key non-financial figures

• * Corruption and anti-bribery in 2024 and Ethic and compliance in 2025

EUROAPI launched in 2024 a four-year project, FOCUS-27 based on four main pillars:

• optimize our API Solutions business portfolio through a focus on highly differentiated profitable products and stimulate the revenue growth;
• growth and expansion with a more focused CDMO offer leveraging existing capabilities and technologies;
• industrial footprint optimization and operational excellence, prioritizing high-return CAPEX;
• implement a leaner organization with more efficient ways of working.

The objectives of these strategic pillars are to improve EUROAPI’s competitiveness and to unlock a sustainable and profitable growth while strengthening its position on the markets on which it operates.

The Group also intends to pursue a strong environmental and societal commitment within the framework of its ESG policy.

The execution of the FOCUS-27 plan over 2024 and 2025 has reinforced EUROAPI’s operating base. Since its launch in 2024, the most critical actions planned for this initial phase have been delivered.

Portfolio streamlining and CDMO refocus

• The APIs portfolio has been streamlined toward higher added value products. In 2025, 66% of APIs catalog sales were generated by differentiated products. In parallel, the CDMO roadmap has been refocused towards de-risked, late-stage projects and 70% of year-end 2025 CDMO projects were in late stage.

Footprint rationalization and selective deployment of high-return CAPEX

• The Haverhill site in the UK was sold to Particle Dynamics on 30 June 2025;
• The mothballing of one workshop at the Frankfurt site has been completed, and consolidation of the remaining three workshops into one is on-going;
• 55% of the €185 million CAPEX invested over the past two years was dedicated to growth and performance.

Structural cost reduction and organizational transformation

• The cost savings initiatives implemented since the launch of the plan have reduced the Company’s cost base, delivering close to €20 million OPEX savings⁽¹⁾. These savings were primarily achieved through new procurement, commercial and IT operating models, a more agile R&D organization, and tight control of General Expenses;
• Industrial efficiency programs have structurally improved productivity across all manufacturing sites;
• Headcount has been reduced across all functions. Approximately 380 positions⁽²⁾ have been removed out of the 550 initially targeted, ahead of schedule.

In parallel with the deployment of FOCUS-27, EUROAPI and the French Government have signed in July 2025, an agreement granting up to €140 million in public aid to support part of the R&D and investments related to the IPCEI Med4Cure project.

While the foundations of FOCUS-27 remain valid, the pace of revenue growth has been affected by a fast-evolving business environment combined with certain internal challenges put pressure on the pace of delivery. In response, the Group is accelerating the execution of its strategic priorities, and launching additional business initiatives.

• Increasing competition from Asian manufacturers competition continues to intensify, creating stronger price pressure on mature APIs, reinforcing the need for European players to move toward higher value and more complex products;
• Customer demand for reliable and resilient supply chains is encouraging pharmaceutical companies to outsource more late-stage complex commercial projects, favoring integrated CMO and CDMO partners;
• Historically framed as a key driver for future growth, the early-stage CDMO roadmap is developing slower than anticipated;
• Commercial-phase CMO business requires stronger focus to improve capacity utilization and accelerate volume ramp-up;
• The project aimed at increasing Vitamin B12 capacities and enhancing cost efficiency has been stopped, due to a deteriorating competitive environment, including rising pressure from Asian low-cost imports.

To address these dynamics, EUROAPI is accelerating the execution of the key pillars of the plan and launching additional initiatives to strengthen the Company’s operating model.

Accelerated execution

• Further acceleration in high-margin complex molecules, achieved through a more active management of the API portfolio, with a focus on Prostaglandins, Corticosteroids, Opiates, and selected complex small molecules. Commoditized products will be deprioritized if necessary;
• Enhanced Commercial CMO offer, grounded in a strengthened commercial strategy and supported by sovereign and reshoring tailwinds. This will secure volumes and drive higher capacity utilization;

• ⁽¹⁾ Selling, Distribution, R&D, Administrative and General Expenses.
• ⁽²⁾ Excluding Haverhill (disposed), and Brindisi (planned to be divested).

• Operational Excellence Model driving standardized, and digitalized manufacturing processes;
• Deeper organizational transformation, aligning skills and capabilities with a fast-evolving environment.

Launch of additional initiatives

• Geographic expansion: The customer base will be widened to under leveraged territories, for example North America and Latin America;
• Refocused CDMO: The CDMO businesses will concentrate on strategic customers and complex molecules, notably high value Peptides and Oligonucleotides;
• Supply chain optimization: To further improve the competitiveness of its industrial model, the Company will optimize its supply chain to reduce costs while securing end-to-end control.

With 2026 and 2027 sales now expected to be below initial assumptions, the €75-80 million incremental Core EBITDA target initially expected to be generated by the FOCUS-27 plan will not be achieved in 2027. Restructuring costs are expected to remain in the €110-€120 million range. The €350 to €400 million CAPEX envelope planned for 2024 and 2027 is maintained.

On the road towards sustainability

The Group seeks to generate a sustainable performance, taking into consideration respect for extra-financial criteria and the achievement of the ESG objectives as a key priority in establishing its strategy.

The Group has defined ambitious targets concerning respect for the environment, including the reduction of its carbon dioxide (CO₂) emissions related to its activities, including its industrial sites (scopes 1 and 2), by 42% by 2030 (from 2022), with the goal of being a carbon neutral company by 2050.

The Group’s ESG policy is described in detail in Chapter 5.

Main events

Divestment of the Haverhill site

As part of FOCUS-27 transformation plan, EUROAPI completed the disposal of EUROAPI UK to Particle Dynamics a global leader in particle processing, delivery technologies, and finished dose manufacturing. The transaction was finalized on June 30, 2025.

IPCEI program

In parallel to the deployment of FOCUS-27, EUROAPI and the French Government have signed in July 2025, an agreement granting of up to €140 million over the next 10 years in public aid to support part of the investments related to the IPCEI Med4Cure project.

VITAMIN B12 project

Despite improvements in the overall manufacturing processes, the project aimed at increasing Vitamin B12 capacities and enhancing cost efficiency has been stopped, due to a deteriorating competitive environment, including rising pressure from Asian low-cost imports.

Factoring program

To optimize working capital management, the Group implemented a factoring program for a limited part of its portfolio in the first half of 2025. This initiative aims to improve liquidity, secure cash inflows, and strengthen the management of trade receivables.

Sanofi and BPI lock-up

In December 2025, Sanofi and EPIC Bpifrance, have agreed to extend further the duration of their lock-up until December 18, 2026, subject to customary exceptions.

Focus-27 update

Due to a rapidly changing business environment combined with certain internal challenges, 2026 and 2027 sales are expected to be below initial assumptions and the €75 - 80 million incremental Core EBITDA target will not be achieved in 2027.

EUROAPI decided to accelerate the execution of the key pillars of the Focus 27 plan through:

• Further acceleration in high-margin complex molecules;
• Enhanced Commercial CMO offers;
• Operational Excellence Model;
• Deeper organizational transformation, aligning skills and capabilities with a fast-evolving environment.

The Group is also launching additional initiatives to strengthen its operating model:

• Geographic expansion;
• Refocused CDMO;
• Supply chain optimization.

Other events

EUROAPI share-based payments

On May 21, 2025, the Board of Directors granted several new stock option plans, performance shares and free shares. Detailed information concerning the terms and conditions of these plans and the financial impacts on the consolidated financial statements is presented in Note 5.11.

Net cash provided by (used in) operating activities amounted, respectively, to €128.5 million and €122.9 million, for the years ended December 31, 2025 and 2024. A detailed analysis of net cash provided by (used in) operating activities for the years ended December 31, 2025 and 2024 is presented in section 4.2.2 “Group cash flow analysis”.

The Group’s ability to generate cash from its operating activities in the future will depend on its future operating performance, which in turn will depend to some extent on economic, financial, competitive, market, regulatory and other factors, many of which are beyond the Group’s control.

Middle East conflict

The Group has little exposure to the Middle-East conflict in terms of suppliers or customers, given its limited exposure to the markets of the countries concerned. Any asset recoverability issues have been identified. However, the conflict has pushed energy prices and inflation sharply upwards but this has been mainly compensated by EUROAPI’s energy price hedging strategy (see Note 3.2.2 Risk related to supply difficulties, raw materials and energy costs).

In light of the challenging business environment, the Company expects a of decrease of around 10% in net sales on a comparative basis in 2026. In this context, the Company will continue to accelerate its transformation to protect profitability and expects to maintain its FY 2026 Core EBITDA margin broadly in line with FY 2025.

This guidance was built on the following assumptions:

• Net sales are expected to decrease due to the negative impact of portfolio rationalization, reduced demand from Sanofi, and the discontinuation of commercial CDMO contracts;
• The Core EBITDA margin should benefit from industrial efficiencies and additional OPEX savings which are expected to be offset by unfavorable fixed cost absorption due to lower volume. EBITDA should be impacted by restructuring costs;
• CAPEX to sales ratio is expected around 8% of sales.

• (a) The presentation of the consolidated statement of financial position as of 31 December 2024 has been adjusted to reflect the reclassification of €17.1 million of customer contract liabilities from other current liabilities to other non-current liabilities (see Note 5.19).

• (a) Other financial incomes and expenses correspond fully to the gain/loss on purchases and sales under the liquidity agreement. In the statutory financial statements published as of December 31, 2024, this item was included in the line “non-recurring income and expenses’ for respectively €0.2.million and negative €0.7 million. This new presentation results from the application of the new French Accounting Standards Authority Regulation 2022-06, applicable to financial years beginning on or after January 1, 2025.

In the context of the provisions of article 16 of Regulation (EU) 2017/1129 of the European Parliament and of the Council, as amended, the main risks presented here are the ones that the Company, as of the date of the 2025 Universal Registration Document, considers to be likely to have a material adverse effect on the Group or its business, financial position and reputation, results or outlook, and to be important when making an investment decision. These risks are those that the Company has identified in particular in the context of the development of the mapping of the Group’s major risks, which assesses their net criticality, i.e. their severity and probability of occurrence, after taking into account the action plans put in place, as of the date of the 2025 Universal Registration Document. The Company has synthesized these risks into five categories presented below in no particular order of importance. A detailed presentation of the Risk Factors are available in EUROAPI’s 2025 Universal Registration Document (https://www.euroapi.com/en/investors/regulatory-information/financial-reports)

Composition of the Board of Directors

As of the date of the Universal Registration Document, the Board of Directors comprises 10 members, including two employee representatives, as described below:

Note: the independence of the Directors is assessed by the Board of Directors on the basis of the criteria set out in the AFEP-MEDEF Code (see section 2.1.1(j) “Independent Directors of the Board of Directors” below). Legend: for member or for chair.

• (1) Emmanuel Blin was appointed Chair of the Board of Directors, effective on December 9, 2024, to replace Viviane Monges, who resigned on December 9, 2024.
• (2) Elizabeth Bastoni stepped down as Independent Lead Director on December 9, 2024; she remains Chair of the Nominations and Compensation Committee.
• (3) Jean-Yves Caminade is the permanent representative of Bpifrance Investissement, appointed on July 26, 2024, to replace Guillaume Mortelier, who resigned on July 26, 2024.
• (4) Shares held by Bpifrance Investissement.
• (5) Permanent representative of Sanofi Aventis Participations, appointed on March 18, 2024, to replace Adeline Le Franc, who resigned on March 18, 2024.
• (6) Shares held by Sanofi-Aventis Participations.
• (7) Géraldine Leveau was co-opted upon proposal of the French State for the remainder of Jean-Christophe Dantonel’s term of office. The 2024 Annual Shareholders’ Meeting approved her appointment.
• (8) Member representing the employees. In accordance with French law and the AFEP-MEDEF Code, Directors representing employees are not included in the calculation of the representation of men and women on the Board or the percentage of independent Directors.
• (9) Tristan Imbert was co-opted as of January 1^st, 2026, to replace Rodolfo J. Savitzky who resigned as of December 31, 2025, subject to the confirmatory vote at the Annual Shareholders’ Meeting to be held on May 27, 2026.

Changes in the composition of the Board of Directors

The tables below present the changes in the composition of the Board of Directors and its committees from January 1, 2025 to the date of the Universal Registration Document.

In 2025:

• (1) Claire Giraut resigned as member of the Board of Directors and Chair and member of the Audit Committee on March 3, 2025, effective May 21, 2025. She was not replaced as member of the Board of Directors.
• (2) Rodolfo J. Savitzky resigned as member of the Board of Directors and Chair and member of the Audit Committee on December 31, 2025. He was replaced by Tristan Imbert who was co-opted as member of the Board of Directors and Chair and member of the Audit Committee on January 1^st, 2026.
• (3) Permanent representative of the French State.

In 2026:

• (1) Members of the Board of Directors whose term of office is due to expire and whose renewal will be submitted to the Annual Shareholders’ Meeting for approval.
• (2) Tristan Imbert was co-opted as of January 1^st, 2026, to replace Rodolfo J. Savitzky who resigned as of December 31, 2025, subject to the confirmatory vote at the Annual Shareholders’ Meeting to be held on May 27, 2026.

Board’s competencies matrix

Profile, experience and expertise of members of the Board of Directors proposed for reelection

The profile, experience and expertise of each of the directors proposed for reelection are set out below, as well as the offices they have held in other companies for the past five years:

• (1) Listed company.

Competencies

• (1) Listed company.

Competencies

• (1) Listed company.

Competencies

• (1) Listed company.

Competencies

• (1) Appointed by co-optation, subject to the ratification by the Annual Shareholders’ Meeting of May 27, 2026.
• (2) Listed company

Competencies

Competencies

Competencies

Competencies

(a) Attendance

In 2025, the Board of Directors met 9 times, including executive sessions with an attendance rate of 99%.

• (1) Emmanuel Blin was appointed Chair of the Board of Directors, effective on December 9, 2024.
• (2) Géraldine Leveau was co-opted upon proposal of the French State for the remainder of Jean-Christophe Dantonel’s term of office. The 2024 Annual Shareholders’ Meeting approved her appointment.
• (3) Permanent representative of Sanofi Aventis Participations, appointed on March 18, 2024, to replace Adeline Le Franc, who resigned on March 18, 2024.
• (4) Jean-Yves Caminade is the permanent representative of Bpifrance Investissement, appointed on July 26, 2024, to replace Guillaume Mortelier, who resigned on July 26, 2024.
• (5) Directors representing the employees.
• (6) Claire Giraut resigned as member of the Board of Directors and Chair and member of the Audit committee on March 3, 2025, effective since May 21, 2025. She was not replaced as member of the Board of Directors.
• (7) Rodolfo J. Savitzky resigned as member of the Board of Directors and Chair and member of the Audit Committee on December 31, 2025. He was replaced by Tristan Imbert who was co-opted as member of the Board of Directors and Chair and member of the Audit Committee, effective January 1^st, 2026.

(b) Assessment of the Board’s operating procedures

The Board Charter provides that once a year, the Board shall devote an item on its agenda regarding the evaluation of its operations and, at least every three years, it shall carry out a formal evaluation under the direction of the Nominations and Compensation Committee or an Independent Director, with the assistance of an outside consultant where appropriate. The purpose of this evaluation is to ensure the effective operations of the Board, and to measure the contribution of each member to the work of the Board, particularly in terms of skills and involvement.

The Board undertook a self-assessment in 2025, decided at its meeting held on December 9, 2025, upon the recommendation of the Nominations and Compensation Committee. This assessment took the form of an electronic questionnaire sent to all the Directors through a digital platform and a list of items for improvements or changes from the last assessment was drawn up and presented to the Board of Directors. The members of the Board of Directors in office at that date participated in the self-assessment exercise.

The Chair of the Nominations and Compensation Committee and the Secretary of the Board of Directors led this assessment exercise and submitted the findings for discussions first to the Nomination and Compensation Committee and then to the Board of Directors at its meeting held on March 3, 2026.

(c) Activities of the Board of Directors

In 2025, the main activities of the Board of Directors were the following:

• Strategy and growth, including evaluation of strategic options;
• Review of the Focus-27 execution plan
• Financial statements and results;

• review of the company and consolidated financial statements for the first half of 2025, review of the related draft press releases,
• presentation of the 2026 budget,

• Budget and Group risks;
• Corporate governance;

• review of the composition of the Board of Directors and its committees,
• examination of the independence of each of the members of the Board of Directors pursuant to the criteria set out in the AFEP-MEDEF Code,
• Board effectiveness,
• review of the Board of Directors’ management report, the Corporate Governance Report, the non-financial performance statement (Déclaration de performance extra-financière) and the reports of the statutory auditors,
• the notice of meeting for the 2025 Annual Shareholders’ Meeting; (i) the draft resolutions submitted to the approval of the 2025 Annual Shareholders’ Meeting; and (ii) the report of the Board of Directors on these resolutions,
• review of the succession plans for the Corporate Officers,
• external evaluation of the Board of Directors;

• Remuneration policy;
• executive session: determination of the 2025 variable remuneration of the Chief Executive Officer, the 2026 compensation policies of the Chief Executive Officer and of the Chair of the Board, plus an update on fixed and variable compensation of some members of the Executive Committee;

• say on pay: preparation of the draft resolutions proposed to the 2026 Annual Shareholders’ Meeting (ex ante vote on the remuneration policy for 2026 for the Chair of the Board of Directors and the Chief Executive Officer and ex post votes on the remuneration due or paid to Directors and Corporate Officers of the Company with respect to the financial year 2025),
• review of the draft resolutions submitted for approval to the 2026 Annual Shareholders’ Meeting, and
• repartition of the sum allocated to Directors for 2025, principles of allocation for 2026;

• ESG matters: roadmap and KPIs implementation, CSRD and decarbonization planning.

2026 Remuneration policy

Remuneration policy of the independent members of the Board of Directors

Compensation of the Corporate officers

At its meeting of March 16, 2026, the Board also approved the introduction of a sales performance booster for 2026. In the event that full-year 2026 sales equal or exceed a predefined amount above budget, a 25% multiplier will be applied to the Chief Executive Officer total STI payout.

Remuneration payable to independent directors

Compensation payable to the Chair

Compensation payable to the Chief Executive Officer

Variable annual remuneration:

The following performance criteria were planned for financial year 2025:

For the financial objectives, on the basis of a strict application of the achievement levels for the 2025 fiscal year objectives, the achievement rate:

• the Core EBITDAmargin achievement rate was 60%,
• the Free Cash Flow was at 150% of the target,
• the objectives related to “Continue and accelerate the delivery of FOCUS-27 plan” were achieved,
• the objectives linked to “People and Culture” were achieved, marked by the renewal of part of the Executive Committee.
• the ESG objectives were achieved, with a registration to the SBTI and the number of management safety visits completed.

Upon recommendation of the Nominations and Compensations Committee, the Board of Directors has decided to propose to the general meeting of May 2026 the payment of an annual variable remuneration of € 397,700 based on the assessment of the 2025 financial objectives validated by the Board of Directors on the March 3, 2026..

Through Resolution 24, and in accordance with the Group’s long-term compensation policy, it is proposed that the General Meeting of Shareholders authorize the Board of Directors to grant free shares of the Company to employees and corporate officers, up to a maximum of 3.6% of the share capital, of which up to 1.0% may be allocated to corporate officers.

Upon the recommendation of the Compensation and Nominations Committee, the Board of Directors approved the 2026 performance share allocation plan. The purpose of this plan is to retain and motivate between 50 and 60 senior executives and high-potential employees by aligning them with the achievement of the Group’s medium- and long-term growth and profitability objectives, in line with EUROAPI shareholders’ interests.

The performance shares granted to the Chief Executive Officer under the 2026 plan will vest over a three-year period, subject to the following performance conditions:

The Chief Executive Officer will be required to retain, in the form of registered shares, 25% of the shares resulting from the vesting of the performance shares granted to him under the 2026 plan.

Ordinary general meeting

• 1. Approval of the parent company financial statements for the financial year ended December 31, 2025,
• 2. Approval of the consolidated financial statements for the financial year ended December 31, 2025,
• 3. Allocation of loss for the financial year ended December 31, 2025,
• 4. Approval of the regulated agreements entered into between certain subsidiaries of the Company and companies of the Sanofi Group,
• 5. Renewal of Mr. Emmanuel Blin’s term of office as director,
• 6. Renewal of Ms. Elizabeth Bastoni’s term of office as director,
• 7. Renewal of Ms. Cécile Dussart’s term of office as director,
• 8. Renewal of Sanofi Aventis Participations’s term of office as director,
• 9. Renewal of Bpifrance Investissement’s term of office as director,
• 10. Renewal of Ms. Géraldine Leveau’s term of office as director,
• 11. Renewal of Mr. Mattias Perjos’s term of office as director,
• 12. Ratification of the co-optation of Mr. Tristan Imbert as director,
• 13. Renewal of Mr. Tristan Imbert’s term of office as director,
• 14. Approval of the information referred to in article L. 22-10-9, paragraph I of the French Commercial Code relating to remuneration paid during or awarded in respect of the financial year ended December 31, 2025 to corporate officers,
• 15. Approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2025 or awarded in respect of the same financial year to Mr. Emmanuel Blin, in respect of his office as Chair of the board of directors of the Company,
• 16. Approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2025 or awarded in respect of the same financial year to Mr. David Seignolle, in respect of his office as Chief Executive Officer of the Company,
• 17. Approval of the variable components of the remaining balance of remuneration paid during the financial year ended December 31, 2025 to Mr. Ludwig de Mot, in respect of his office as Chief Executive Officer of the Company from March 1, 2024 to December 9, 2024,
• 18. Approval of the remuneration policy for members of the board of directors,
• 19. Approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the board of directors,
• 20. Approval of the remuneration policy for Mr. David Seignolle, Chief Executive Officer of the Company,
• 21. Ratification of the transfer of the registered office (ratification of the decision of the board of directors to transfer the Company’s registered office and to amend to Article 4 (“Registered Office”) of the articles of association).
• 22. Authorization to be granted to the board of directors to purchase, hold or transfer shares in the Company,

Extraordinary general meeting

• 23. Authorization for the board of directors to reduce the share capital by cancelling shares under the authorization to repurchase the Company’s own shares,
• 24. Authorization to be granted to the board of directors to grant free shares, existing or to be issued, which results in the waiver by the shareholders of their preferential subscription rights,

Ordinary general meeting

• 25. Powers for formalities.

The purpose of this report is to present the draft resolutions submitted to the general meeting by the Board of Directors. It sets out the main points of the draft resolutions, in accordance with the regulations in force. It does not claim to be exhaustive. Consequently, it is essential that you read the text of the draft resolutions carefully before exercising your voting rights.

We invite you to refer to the 2025 Universal Registration Document which includes, for the past financial year, the annual financial report, the management report, the consolidated financial statements, the annual financial statements, as well as the related Statutory Auditors’ reports.

Resolutions 1 and 2 – Approval of the financial statements for the year

First resolution

Approval of the parent company financial statements for the year ended December 31, 2025.

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the financial statements for the financial year ended December 31, 2025, the board of directors’ report, including the management report and the corporate governance report, and the statutory auditors’ report on the financial statements, approves, in their entirety and without reservation, the financial statements for the financial year ended December 31, 2025, as presented, together with the transactions reflected in those financial statements and summarized in those reports, notes that the financial statements for the financial year do not show any expenses or charges as referred to in article 39-4 of the French General Tax Code.

Second resolution

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

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on the management of the group, included in the management report for the financial year ended December 31, 2025, in accordance with article L. 233-26 of the French Commercial Code, and the statutory auditors’ report on the consolidated financial statements for the financial year ended December 31, 2025, approves, in their entirety and without reservation, the consolidated financial statements for the financial year ended December 31, 2025 as presented to them, together with the transactions reflected in those financial statements and summarized in the group management report.

Resolution 3 – Allocation of net income for the year

Third resolution

Allocation of loss for the financial year ended December 31, 2024

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ management report and the statutory auditors’ reports, noting that the loss for the financial year ended December 31, 2025 amounts to 475,066,447.82 euros, resolves to allocate said loss to the retained earnings account which will consequently amount to 1,273,599,454.88 euros. In accordance with article 243 bis of the French General Tax Code, no dividends were paid in respect of the last three financial years.

Resolution 4 – Approval of the regulated agreements entered into between the Company’s affiliates and Sanofi group

Fourth resolution

Approval of the regulated agreements entered into between the Company’s affiliates and Sanofi group

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report and the statutory auditors’ special report on regulated agreements and commitments governed by articles L. 225-38 et seq. of the French Commercial Code, approves the following agreements:

• agreement entitled “Term sheet relating to the Global Manufacturing and Supply Agreement (“GMSA”)”, dated January 30, 2025, concluded between Euroapi France and Sanofi Winthrop Industrie,
• agreement entitled “Term sheet relating to the Global Manufacturing and Supply Agreement”, dated May 12, 2025, concluded between Euroapi France and Sanofi Winthrop Industrie,
• agreement entitled “Letter agreement relating to the Reverse Manufacturing and Supply Agreement Sels of B12 (“rMSA B12”)”, dated December 5, 2025, concluded between Euroapi France and Sanofi Winthrop Industrie,
• agreement entitled “Term sheet relating to the Global Manufacturing and Supply Agreement (“GMSA”)”, dated December 19, 2025, concluded between Euroapi France and Sanofi Winthrop Industrie,

• agreement entitled “Letter agreement relating the New Reverse Manufacturing and Supply Agreement A (“new rMSA A”)”, dated January 20, 2026, concluded between Euroapi France and Sanofi Winthrop Industrie,
• agreement entitled “Extension Letter agreement of the Master Carve Out Agreement”, dated January 26, 2026, concluded between Euroapi and Sanofi

Resolutions 5 to 11 – Renewal of the term of office of directors

Fifth resolution

Renewal of Mr. Emmanuel Blin’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Mr. Emmanuel Blin’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Mr. Emmanuel Blin as director for the three-year period, which will end at the end of the general meeting convened to approve in 2029 the financial statements for the financial year ended December 31, 2028, in order to promote the staggering of the directors’ terms of office.

Sixth resolution

Renewal of Ms. Elizabeth Bastoni’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Ms. Elizabeth Bastoni’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Ms. Elizabeth Bastoni as director for the one-year period, which will end at the end of the general meeting convened to approve in 2027 the financial statements for the financial year ended December 31, 2026, in order to promote the staggering of the directors’ terms of office.

Seventh resolution

Renewal of Ms. Cécile Dussart’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Ms. Cécile Dussart’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Ms. Cécile Dussart as director for the two-year period, which will end at the end of the general meeting convened to approve in 2028 the financial statements for the financial year ended December 31, 2027, in order to promote the staggering of the directors’ terms of office.

Eighth resolution

Renewal of Sanofi Aventis Participations’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Sanofi Aventis Participations’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Sanofi Aventis Participations as director for the two-year period, which will end at the end of the general meeting convened to approve in 2028 the financial statements for the financial year ended December 31, 2027, in order to promote the staggering of the directors’ terms of office.

Ninth resolution

Renewal of Bpifrance Investissement’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Bpifrance Investissement’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Bpifrance Investissement as director for the one-year period, which will end at the end of the general meeting convened to approve in 2027 the financial statements for the financial year ended December 31, 2026, in order to promote the staggering of the directors’ terms of office.

Tenth resolution

Renewal of Ms. Géraldine Leveau’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Ms. Géraldine Leveau’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Ms. Géraldine Leveau as director for the three-year period, which will end at the end of the general meeting convened to approve in 2029 the financial statements for the financial year ended December 31, 2028, in order to promote the staggering of the directors’ terms of office.

Eleventh resolution

Renewal of Mr. Mattias Perjos’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Mr. Mattias Perjos’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Mr. Mattias Perjos as director for the three-year period, which will end at the end of the general meeting convened to approve in 2029 the financial statements for the financial year ended December 31, 2028, in order to promote the staggering of the directors’ terms of office.

Resolutions 12 and 13 – Ratification of the co-optation and Renewal of the term of office of a director

Twelfth resolution

Ratification of the co-optation of Mr. Tristan Imbert as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, having noted that, at its meeting on December 10, 2025, the board of directors provisionally appointed Mr. Tristan Imbert as a member of the board of directors to replace Mr. Rodolfo Savitzky, who had resigned, for the remainder of the latter’s term of office, i.e., until the close of this general meeting, ratifies, in accordance with article L. 225-24 of the French Commercial Code, the appointment of Mr. Tristan Imbert as a member of the board of directors under the aforementioned terms and conditions.

Thirteenth resolution

Renewal of Mr. Tristan Imbert’s term of office as director

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, noting that Mr. Tristan Imbert’s term of office as director expires at the end of this general meeting, resolves to renew the term of office of Mr. Tristan Imbert as director for the two-year period, which will end at the end of the general meeting convened to approve in 2028 the financial statements for the financial year ended December 31, 2027, in order to promote the staggering of the directors’ terms of office.

Resolution 14 – Approval of information relating to the compensation of corporate officers paid in financial year 2025 or awarded in respect of the same year

Fourteenth resolution

Approval of the information referred to in I of Article L. 22-10-9 of the French Commercial Code relating to remuneration paid during or awarded in respect of the financial year ended December 31, 2025 to corporate officers

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, approves, pursuant to article L. 22-10-34, paragraph I of the French Commercial Code, the information referred to in article L. 22-10-9, paragraph I of the French Commercial Code concerning remuneration of any kind paid during or awarded in respect of the financial year ended December 31, 2025 to corporate officers, as set out in the aforementioned report included in the Company’s 2025 Universal Registration Document, in section 2.3.2.

Resolution 15 – Approval of the total compensation and benefits of any kind paid during financial year 2025 or awarded in respect of the same financial year to Mr. Emmanuel Blin Mr. Emmanuel Blin, Chair of the Board of Directors of the Company

Fifteenth resolution

Approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2025 or awarded in respect of the same financial year to Mr. Emmanuel Blin, in respect of his office as Chair of the board of directors of the Company

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to article L. 22-10-34, paragraph II of the French Commercial Code, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year 2025 or awarded in respect of the same financial year to Mr. Emmanuel Blin, Chair of the board of directors of the Company, in respect of his office, as decided by the board of directors and detailed in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.3.

Resolution 16 – Approval of the total compensation and benefits of any kind paid during financial year 2025 or awarded in respect of the same financial year to Mr. David Seignolle, in respect of his office as Chief Executive Officer

Sixteenth resolution

Approval of the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year ended December 31, 2025 or awarded in respect of the same financial year to Mr. David Seignolle, in respect of his office as Chief Executive Officer of the Company

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to article L. 22-10-34, paragraph II of the French Commercial Code, approves the fixed, variable and exceptional components of the total remuneration and benefits of any kind paid during the financial year 2025 or awarded in respect of the same financial year to Mr. David Seignolle, Chief Executive Officer of the Company, in respect of his office, as decided by the board of directors and set out in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.5.

Resolution 17 – Approval of the variable components of the remaining balance of remuneration paid during the financial year ended December 31, 2025 to Mr. Ludwig de Mot, in respect of his office as Chief Executive Officer of the Company from March 1, 2024 to December 9, 2024

Seventeenh resolution

Approval of the variable components of the remaining balance of remuneration paid during the financial year ended December 31, 2025 to Mr. Ludwig de Mot, in respect of his office as Chief Executive Officer of the Company from March 1, 2024 to December 9, 2024

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to article L. 22-10-34, paragraph II of the French Commercial Code, approves the variable components of the remaining balance of remuneration paid during the financial year 2025 to Mr. Ludwig de Mot, Chief Executive Officer of the Company from, March 1, 2024 until December 9, 2024 , in respect of his office, as decided by the board of directors and detailed in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.4.

Resolution 18 – Approval of the remuneration policy for members of the Board of Directors

Eighteenth resolution

Approval of the remuneration policy for members of the board of directors

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to the provisions of article L. 22-10-8, paragraph II of the French Commercial Code, approves the remuneration policy for members of the board of directors in respect of the financial year 2026, as set out in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.1.

Resolution 19 – Approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors

Nineteenth resolution

Approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to article L. 22-10-8, paragraph II of the French Commercial Code, approves the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors, in respect of the financial year 2026, as set out in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.1.

Resolution 20 – Approval of the remuneration policy for Mr. David Seignolle, Chief Executive Officer of the Company

Twentieth resolution

Approval of the remuneration policy for Mr. David Seignolle, Chief Executive Officer of the Company

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report on corporate governance, pursuant to article L. 22-10-8, paragraph II of the French Commercial Code, approves the remuneration policy for Mr. David Seignolle, Chief Executive Officer of the Company, for the financial year 2026, as set out in the aforementioned report included in the Company’s 2025 Universal Registration Document, in Section 2.3.1.

Resolution 21 – Ratification of the transfer of the registered office

Twenty-First resolution

Ratification of the transfer of the registered office (ratification of the decision of the board of directors to transfer the Company’s registered office and to amend to Article 4 (“Registered Office”) of the articles of association)

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report, ratifies in accordance with article L. 225-36 of the French Commercial Code the transfer of the registered office from 15, rue Traversière – 75012 Paris to 32, rue Alexandre Dumas – 75011 Paris, as resolved by the board of directors at its meeting of May 21, 2025.

That decision has resulted in the following amendment to article 4 of the Company’s articles of association (the amended sections are shown in bold type): “The registered office is located at : 32, rue Alexandre Dumas – 75011 Paris

It may be transferred to any other place in France by a decision of the Board of Directors (conseil d’administration), subject to ratification of this decision by the next ordinary shareholders’ meeting, and anywhere else by virtue of a resolution of the extraordinary shareholders’ meeting, subject to the legal provisions in force.

In case of a transfer decided on by the Board of Directors, the latter is authorized to amend the articles of association and to carry out the resulting publicity and filing formalities, provided that it is stated that the transfer is subject to the ratification referred to above.”

The legal formalities relating to publication of this decision have been carried out.

Resolution 22 – Buyback by the Company of its own shares

Twenty-Second resolution

Authorization to be granted to the Board of Directors to purchase, hold or transfer shares in the Company

The general meeting, voting under the quorum and majority conditions required for ordinary general meetings, having reviewed the board of directors’ report:

• authorizes the board of directors, with powers to subdelegate within the conditions set forth by law, for a period of eighteen (18) months from the date hereof, to acquire, in accordance with the Articles L. 225-210 et seq. and L. 22-10-62 et seq. of the French Commercial Code, in Articles 241- 1 to 241-5 of the General Regulations of the Autorité des marchés financiers and by Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, shares in the Company, acquisitions made by the Company may under no circumstances result in the Company holding at any time more than 10% of the shares comprising its share capital,
• resolves that the shares may be acquired, sold, exchanged or transferred by any means, on one or more occasions, on the stock market or over the counter, including by block purchases or sales, public offers, the use of options or derivatives, in compliance with applicable regulations,
• resolves that the authorization may be used for the following purposes:

• to ensure the liquidity of the Company’s shares under a liquidity contract entered into with an investment services provider acting independently, that complies with a code of conduct recognized by the Autorité des marchés financiers;
• to use all or part of the shares acquired to satisfy obligations under stock option plans, free share grants, employee savings plans or other grants of shares to employees and executive directors of the Company or of companies that are or will be affiliated to it, and to carry out any hedging transactions relating to these transactions under the conditions and in accordance with the provisions of the applicable laws and regulations;
• to deliver shares upon the exercise of rights associated with securities giving entitlement to the grant of shares in the Company, and to carry out any hedging transactions relating to such transactions under the conditions and in accordance with the provisions of the applicable laws and regulations;
• to purchase shares to be held and subsequently used in exchange or as consideration for potential external growth transactions, mergers, demergers or asset-for-share exchanges, in particular in compliance with stock market regulations;
• to cancel all or some of the shares so repurchased, subject to the adoption of the Twenty-Third resolution below and, if so, in accordance with the terms set out therein; or
• more generally, to operate for any purpose that may hereafter be authorized by law or any market practice that may be accepted by the market authorities, it being specified that, in such a case, the Company would inform its shareholders by means of a press release,

• resolves to set the maximum unit purchase price per share (excluding fees and commissions) at 15 euros, with an overall limit of nine million five hundred thousand euros, it being specified that this purchase price will be subject to any adjustments, where necessary, to take into account of any transactions affecting the share capital (in particular in the event of the capitalization of reserves and the grant of free shares, share splits or reverse share splits) that may take place during the validity period of this authorization,
• resolves that the maximum number of shares that may be purchased under this resolution may not, at any time, exceed 10% of the total number of shares making up the share capital at any time, this percentage applying to a share capital number adjusted to reflect transactions affecting it subsequently, it being specified that, in accordance with the law, (i) when the shares are purchased to promote the liquidity of the Company’s shares under the conditions set out in the General Regulations of the Autorité des marchés financiers, the number of shares taken into account for the calculation of this limit will be equal to the number of shares purchased less the number of shares resold during the term of the authorization and (ii) when they are purchased with a view to their retention and subsequent delivery as payment or exchange as part of a merger, demerger or contribution, the number of shares acquired may not exceed 5% of the total number of shares,
• grants full powers to the board of directors, with powers to subdelegate within the conditions set forth by law, to implement this authorization, in particular to decide whether to launch a share repurchase program and to set the terms and conditions thereof, to place any stock market orders and to sign any deeds of sale or transfer, enter into any agreements, liquidity contracts and option contracts, make all declarations to the Autorité des marchés financiers and any other body, and perform all necessary formalities, in particular allocating or reallocating the shares acquired for the various formalities, and generally do all that is necessary,
• resolves that, without the prior authorization of the general meeting, the board of directors may not make use of this delegation of authority from the date on which a third party submits a proposed tender offer for the Company’s shares until the end of the offer period,
• notes that this resolution supersedes, at the end of this general meeting, and, where applicable, up to the unused portion thereof, the authorization of the same nature granted to the board of directors in the Fifteenth resolution of the general meeting of May 21, 2025.

Resolution 23 – Cancellation by way of a capital reduction of shares purchased by the Company

Twenty-Third resolution

Authorization for the Board of Directors to reduce the share capital by cancelling shares under the authorization to repurchase the Company’s own shares

The general meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the board of directors’ report and the statutory auditors’ report, subject to the adoption of the Twenty-Second resolution above:

• authorizes the board of directors, in accordance with Articles L. 225-210 et seq. and L. 22-10-62 et seq. of the French Commercial Code, for a period of eighteen (18) months from today, to cancel, on one or more occasions, up to a maximum of 10% of the share capital per twenty-four (24) month period, all or some of the shares acquired by the Company and to reduce, as appropriate, the share capital, in the proportions and at the times it sees fit, it being specified that this limit applies to an amount of share capital which may be adjusted to take account of any transactions affecting it subsequent to the date of this general meeting,
• resolves that any excess of the purchase price of the shares over their par value will be deducted from share, merger or contribution premiums or from any available reserve, including the legal reserve, provided that the latter does not fall below 10% of the Company’s share capital after the capital reduction,
• grants full powers to the board of directors, with powers to subdelegate within the conditions set forth by law, to perform any actions, formalities or declarations with a view to finalizing any capital reductions that may be made under this authorization, and to amend the Company’s articles of association accordingly,
• notes that this resolution supersedes, at the end of this general meeting, and, where applicable, up to the unused portion thereof, the authorization of the same nature granted to the board of directors in the Sixteenth resolution of the general meeting of May 21, 2025.

Resolution 24 – Grant of free Company shares to Company employees and executive corporate officers

Twenty-Fourth resolution

Authorization to be granted to the board of directors to grant free shares, existing or to be issued, which results in the waiver by the shareholders of their preferential subscription rights

The general meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having reviewed the report of the board of directors of the Company and the statutory auditors’ report, in accordance with articles L. 225-197-1 to L. 225-197-5, L. 22-10-59 and L. 22-10- 60 of the French Commercial Code,

• authorizes the board of directors to grant, on one or more occasions, free shares of the Company, either existing or to be issued, to employees, or to certain categories of employees, and/or to corporate officers of the Company or of companies or economic interest groups in which the Company holds, directly or indirectly, at least 10% of the capital or voting rights on the date of grant of the shares concerned,
• specifies that the board of directors, to be able to proceed with the grant of free shares to corporate officers who meet the conditions set out in article L. 225-197-1, paragraph II of the French Commercial Code, must comply with article L. 22-10-60 of the French Commercial Code,
• decides that the total number of shares that may be granted free of charge by the board of directors, pursuant to this authorization, may not exceed 3.6% of the Company’s share capital, as recorded by the board of directors on the date of the decision to grant the said shares, it being specified that the total number of shares granted free of charge by the board of directors may not exceed 10% of the Company’s share capital on the date of the decision to grant them, and that this number will be deducted from the overall limit set out in the Twenty-Eighth resolution of the general meeting of May 21, 2025,
• decides that the total number of shares that may be granted under this authorization to corporate officers may not represent more than 1% of the Company’s share capital on the date of the decision by the board of directors to grant them,
• decides that the board of directors shall set a vesting period of at least one (1) year (the “Vesting Period”), at the end of which the shares shall be definitively allocated to their beneficiaries, and, where applicable, a holding period, it being specified that the combined duration of the vesting and holding periods may not be less than two (2) years,
• decides, notwithstanding the above, that the shares will be definitively granted before the end of the Vesting Period in the event of disability of the beneficiaries corresponding to the classification in the second or third category set forth in article L. 341-4 of the French Social Security Code, and, in this case, that the shares will immediately become freely transferable,
• notes that, in the event of a free grant of shares to be issued by the Company, this authorization automatically results in the waiver by the shareholders of their preferential subscription rights to the new shares issued in favor of the beneficiaries of said free grant of shares, the corresponding capital increase being definitively completed by the sole fact of the final grant of the shares to the beneficiaries,
• notes that this resolution results, insofar as is necessary, in a waiver by the shareholders in favor of the beneficiaries of free shares, of the part of the reserves, profits or premiums which, if applicable, will be used in the event of the issue of new shares at the end of the Vesting Period, for the completion of which all powers are delegated to the board of directors,
• delegates to the board of directors, with the option of sub-delegation under the conditions set forth by law, all powers to:

• establish the existence of sufficient reserves and transfer to an unavailable reserve account the sums necessary to pay up the new shares to be allocated;

• determine whether the free shares granted are existing shares or shares to be issued;
• to determine the identity of the beneficiaries of the grants and the number of free shares that may be granted to each of them;
• to set the conditions and, if applicable, the criteria for the grant of these shares;
• to determine, where applicable, the performance conditions to be met in order for the grant to become final;
• to decide, if and when appropriate, on the capital increase(s) correlative to the issue of any new free shares granted;
• to adjust, if necessary, the number of shares granted in the event of transactions affecting the Company’s capital or shareholders’ equity that have the effect of modifying the value of the shares making up the capital to preserve the rights of the beneficiaries of free shares granted;
• and, in general, to take all necessary steps and enter into all agreements to ensure the successful completion of the planned grants,

• decides that the board of directors shall not, without the prior authorization of the general meeting, make use of this authorization as from the filing by a third party of a proposed tender offer for the Company’s securities and until the end of the tender offer period,
• decides that the board of directors shall inform the ordinary shareholders’ meeting each year, under the conditions provided for by the legal and regulatory provisions in force, of the transactions made under this resolution,
• decides that this authorization is granted for a period of twenty-six (26) months from this day and to cancel, from today’s date, the unused portion as the case may be of the authorization for the same purpose granted to the board of directors in the general meeting of May 21, 2025 in its Twenty-Seventh resolution.

Resolution 25 – Powers for formalities

Twenty-Fifth resolution

Powers for formalities

The general meeting, voting on the quorum and majority conditions for ordinary general meetings, confers full powers on any bearer of an original, copy or certified extract of the minutes of this meeting to carry out any filing, publication or other formalities required.

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