This is an free translation of the French meeting notice (avis de convocation) provided for information purposes for the convenience of

English speakers. In the event of a discrepancy, the French version shall prevail.

EQUASENS

A French corporation (société anonyme) with a share capital of €3,034,825

Registered office: Technopôle de Nancy Brabois, 05 Allée de Saint Cloud, 54600 Villers-lès-Nancy NANCY COMPANIES REGISTER (RCS) NO. 403 561 137

MEETING NOTICE

(AVIS DE CONVOCATION)

The shareholders of EQUASENS are informed that the Annual Ordinary General Meeting will be held on

Thursday 29 June 2023 at 5:30 p.m., at the Company's registered office.

The Annual Ordinary General Meeting is called to vote the following items of business:

Agenda

  • The Board of Directors' report on the annual and consolidated financial statements (including the notes to the Non-Financial Statement - NFS),
  • The Board of Directors' Report on Corporate Governance,
  • Statutory auditors' reports on annual and consolidated financial statements for the period ended 31 December 2022,
  • Approval of the parent company financial statements for the fiscal year ended 31 December 2022 and grant of discharge to Directors;
  • Approval of the consolidated financial statements for the period ended 31 December 2022;
  • Appropriation of net income of the period;
  • Statutory Auditors' special report on regulated agreements governed by Articles L. 225-38et seq. of the French Commercial Code and approval of said agreements;
  • Renewal of Ms. Anne LHOTE' s term of office as Director;
  • Renewal of Ms. Céline GRIS's term of office as Independent Director;
  • Renewal of Ms. Émilie LECOMTE's term of office as Director;
  • Appointment of Ms. Anne PHILIPONA-HINTZY as a new Director to replace Ms. Marie-Louise LIGER, who has resigned;
  • Appointment of a Statutory Auditor to replace the firm DELOITTE & ASSOCIES whose appointment has expired;
  • Approval of the information on the compensation of officers paid in or granted for fiscal 2022 and mentioned in Article L. 22-10-9 of the French Commercial Code;
  • Approval of the components of compensation paid in or granted for fiscal 2022 to Mr. Thierry CHAPUSOT, Chairman of the Board of Directors;
  • Approval of the components of compensation paid in or granted for 2022 to Mr. Dominique PAUTRAT, Chief Executive Officer until 22 April 2022;
  • Approval of the components of compensation paid in or granted for 2022 to Mr. Denis SUPPLISSON, Deputy Chief Executive Officer and then Chief Executive Officer;
  • Approval of the components of compensation paid in or granted for 2022 to Mr. Grégoire DE ROTALIER, Deputy CEO;
  • Approval of the compensation policy for the Chairman of the Board of Directors for 2023;
  • Approval of the compensation policy for Mr. Denis SUPPLISSON, Chief Executive Officer, for 2023;
  • Approval of the compensation policy for Mr. Grégoire DE ROTALIER, Deputy Chief Executive Officer, for 2023;
  • Approval of the compensation policy for Directors;
  • Setting total annual compensation for Directors for 2023;
  • Authorisation by the Company to repurchase its own shares;
  • Powers for formalities.

The original French language version of the agenda and the resolutions submitted to the Annual Ordinary General Meeting were published in the French publication for legal announcements (Bulletin des Annonces Légales et Obligatoires or BALO) on 15 May, 2023.

Participation in the General Meeting

For the purpose of communications and the exchange of information between the Company and its shareholders, shareholders are invited to regularly consult the special section for the 2023 General Meeting on the Company's website www.equasens.com,in the Investors section of the General Meeting tab, and in preference send all requests and documents electronically to actionnaires@equasens.com.

This is an free translation of the French meeting notice (avis de convocation) provided for information purposes for the convenience of

English speakers. In the event of a discrepancy, the French version shall prevail.

Prior formalities for participating in the Annual General Meeting

Each shareholder, regardless of the number of shares held, may participate in the Annual General Meeting under the conditions defined below.

In accordance with Article R. 22-10-28 of the French Commercial Code, shareholders are entitled to participate in the General Meeting by demonstrating the registration in their name or the name of the intermediary registered on their behalf by the second business day preceding the Meeting at midnight (00:00 hours), Paris time:

  • either in the registered share account maintained for the Company by Uptevia Service Assemblées, for owners of registered shares;
  • or in the bearer share account maintained by the authorised intermediary acting as securities account custodian, for owners of bearer shares. Registration of the shares in the securities account for bearer shares held by the authorised banking or financial intermediary is evidenced by a certificate of attendance (attestation de participation) issued by the latter.

Procedures for participating in the Annual General Meeting

In order to be taken into account:

  • forms requesting admission cards and voting forms must be completed, signed and sent to Uptevia Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex - France, no later than three days before the General Meeting.
  1. - For shareholders wishing to personally attend the meeting:
    • Owners of registered shares must either request a meeting admission card from (carte d'admission) Uptevia Service Assemblées (Grands Moulins de Pantin - 9 rue du Débarcadère - 93761 Pantin Cedex
      - France) or on the day of the Annual General Meeting go to directly the counter especially provided for that purpose accompanied by a copy of their ID card,
    • Owners of bearer shares must request an admission card from their authorised intermediary acting as securities account custodian or on the date of the General Meeting present the certificate of participation issued by this authorised intermediary.
  2. - Shareholders not wishing to personally attend this meeting may, using the special form for voting by mail or proxy:
    1. vote may mail or send a proxy to the Company without designating the proxy holder, which shall be considered as granting a proxy to the Chair of the Meeting for the purpose of voting in favour of the resolution presented or approved by the Board of Directors,
    2. or be represented by a proxy holder of their choosing.

To be accepted, the voting form must be received no later than six calendar days before the date of the Meeting in accordance with the provisions of Article R. 225-75 of the French Commercial Code.

And in any case, the voting form will be made available online at the Company's website www.equasens.com,in the Investors section of the General Meeting tab, no later than the twenty-first day preceding the Meeting.

  1. To vote by mail or send a proxy without designating a proxy holder:
  • For registered shareholders: return the voting/proxy form available from the Company's websitewww.equasens.com, in the Investors section of the General Meeting tab, or request the form from the Company as from the date of the notice convening the Annual General Meeting.
    This voting/proxy form must be sent to Uptevia Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex - France.

This is an free translation of the French meeting notice (avis de convocation) provided for information purposes for the convenience of

English speakers. In the event of a discrepancy, the French version shall prevail.

  • For bearer shareholders: return the voting/proxy form available from the Company's website www.equasens.com,in the Investors section of the General Meeting tab, or request the form from the intermediary managing the securities account as from the date of the notice convening the Annual General Meeting.
    This form should be returned to the shareholder's securities account holder, to be forwarded by the latter together with a certificate of participation to Uptevia Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex - France.

Shareholders are reminded that any proxy form given to a shareholder that does not indicate the name of the proxy holder is considered as granting the proxy to the Chairman of the Annual General Meeting to vote in favour of the recommendations of the Board of Directors. For bearer shareholders, the form must be accompanied by the certificate of participation (attestation de participation) issued by the authorised intermediary.

b) To be represented by a proxy holder (other than the Chair of the Meeting):

The shareholder may notify the company that he or she has granted or withdrawn a proxy to a third-party by sending the form for that purpose to Uptevia Service Assemblées - Grands Moulins de Pantin - 9, rue du Débarcadère - 93761 Pantin Cedex - France.

In accordance with the provisions of Article R. 22-10-24 of the French Commercial Code, the form for granting or withdrawing a proxy may also be sent by email under the following conditions:

  • Registered shareholders must send an email bearing their electronic signature obtained from an authorised third-party certifier in accordance with the applicable laws and regulations to Paris_france_CTS_mandats@uptevia.pro.fr, with a scanned copy of their voting form duly signed, indicating their last name, first name, address and Uptevia identifier for registered shares maintained in a custody-only account and recorded directly in the company's share register (nominatif pur) or for registered shares held in a securities account managed by a financial intermediary (compte nominatif administré), the identifier provided by the latter, last name, first name and the address of the person to whom the proxy is being given or withdrawn.
  • Bearer shareholders must send an email bearing their electronic signature obtained by them from an authorised third-party certifier in accordance with the applicable laws and regulations to Paris_france_CTS_mandats@uptevia.pro.fr, with a scanned copy of their voting form indicating their last name, first name, address and identifier with the financial intermediary as well as the last name, first name and address of the person to whom the proxy is being granted or withdrawn, accompanied by a scanned copy of the certificate of participation established by the authorised intermediary maintaining the securities account, to be followed by a written confirmation of the authorised intermediary sent at the shareholder's request by the post to the Company's registered office or email.

Only those notifications granting or withdrawing proxies that have been duly completed, signed and received no later than 25 June 2023 will be taken into account.

Submission of written questions

Written questions from shareholders must be sent to the registered office by registered letter with acknowledgement of receipt addressed to the Company's Board of Directors as from the date the documents relating to the Meeting are made available on the Company's website and no later than the fourth business day preceding the date of the Meeting.

To be taken into account, these requests must be, as required by law, accompanied by a document certifying that the shares are duly registered (attestation d'inscription en compte) in a securities account either maintained by the Company for registered shares or maintained by the authorised intermediary for bearer shares.

All written questions and the corresponding responses will be published on the Company's website www.equasens.com,in the Investors section of the General Meeting tab, as soon as possible after the AGM and, no later than the fifth business day therefrom.

This is an free translation of the French meeting notice (avis de convocation) provided for information purposes for the convenience of

English speakers. In the event of a discrepancy, the French version shall prevail.

Documents for shareholders

Shareholders may obtain, under the conditions provided for by Article R. 225-88 of the French Commercial Code, the documents provided for under Articles R. 225-81 and R. 225-83 of the French Commercial Code by sending their request by email to actionnaires@equasens.com or by registered letter with a return receipt requested to the registered office to EQUASENS - Ms. Marie RAYMOND - 5 Allée de Saint Cloud - 54600 VILLERS-LES-NANCY. According to the case, shareholders must indicate their email address in their request.

In addition, the information and documents required under Article R. 225-73-1 of the French Commercial Code will be available without interruption during a period beginning no later than the twenty first day preceding the date of the General Meeting on the Company's website (www.equasens.com, in the Investors section of the General Meeting tab).

The Board of Directors,

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Equasens SA published this content on 09 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 June 2023 10:14:12 UTC.