Equasens : Preliminary Notice (AGOA 29.06.2023)

This is an free translation of the French preliminary meeting notice (avis préalable de réunion) 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

THE PRELIMINARY NOTICE OF CALL OF THE GENERAL MEETING

(AVIS PRÉALABLE DE RÉUNION)

The shareholders of EQUASENS are called to attend an Annual Ordinary General Meeting on Thursday 29 June 2023 at 5:30 p.m., at the Company's registered office, to consider the following items of business and draft resolutions:

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.

Draft resolutions

RESOLUTION ONE

Approval of the annual financial statements for the fiscal year ended 31 December 2022

The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, after having considered the reports of the Board of Directors and the Statutory Auditors, approve the annual financial statements for the period ended 31 December 2022, as presented, as well as the operations reflected in the financial statements or summarised in the reports showing a net profit of €34,235,441.80.

This is an free translation of the French preliminary meeting notice (avis préalable de réunion) provided for information purposes for the

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

In application with Article L. 22-10-34 of the French Commercial Code, the shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the report on Corporate Governance, approve the fixed, variable and exceptional components of total compensation and benefits of any nature paid in or granted for the period ended 31 December 2022 to Mr. Dominique PAUTRAT, Chief Executive Officer until 22 April 2022, as presented in "Chapter 4 - Compensation of corporate officers" of the Report on Corporate Governance.

RESOLUTION FOURTEEN

Approval of the components of compensation paid in 2022 to Mr. Denis SUPPLISSON, Deputy Chief Executive Officer and then Chief Executive Officer

In application with Article L. 22-10-34 of the French Commercial Code, the shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the report on corporate governance, approve the fixed, variable and exceptional components of total compensation and benefits of any nature paid in or granted for the period ended 31 December 2022 to Mr. Denis SUPPLISSON, Deputy Chief Executive Officer until 22 April 2022 and then Chief Executive Officer, as presented in "Chapter 4 - Compensation of corporate officers" of the Report on Corporate Governance.

RESOLUTION FIFTEEN

Approval of the components of compensation paid in 2022 to Mr. Grégoire DE ROTALIER, Deputy CEO

In application with Article L. 22-10-34 of the French Commercial Code, the shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, having considered the Report of Corporate Governance, approve the fixed, variable and exceptional components of total compensation and benefits of any nature paid in or granted for the period ended 31 December 2022 to Mr. Grégoire de ROTALIER, Deputy Chief Executive Officer, as presented in "Section 4 - Compensation of corporate officers" of the Report on Corporate Governance.

RESOLUTION SIXTEEN

Approval of the compensation policy for the Chairman of the Board of Directors for 2023

The shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, after considering the Board of Directors' report established in application of Article L. 22-10-8 of the French Commercial Code, approve the compensation policy presented in "Chapter 4 - Compensation of Corporate Officers" of the Report on Corporate Governance and attributable to Mr. Thierry CHAPUSOT, Chairman of the Board of Directors, on the basis of his office.

RESOLUTION SEVENTEEN

Approval of the compensation policy for Mr. Denis SUPPLISSON, Chief Executive Officer, for 2023

The shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, after considering the Board of Directors' report established in application of Article L. 22-10-8 of the French Commercial Code, approve the compensation policy presented in "Chapter 4 - Compensation of Corporate Officers" of the Report on Corporate Governance and attributable to Mr. Denis SUPPLISSON, Chief Executive Officer, on the basis of his office.

RESOLUTION EIGHTEEN

Approval of the compensation policy for Mr. Grégoire de ROTALIER, Deputy Chief Executive Officer, for 2023

The shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, after considering the Board of Directors' report established in application of Article L. 22-10-8 of the French Commercial Code, approve the compensation policy presented in "Chapter 4 - Compensation of Corporate Officers" of the Report on Corporate Governance and attributable to Mr. Grégoire de ROTALIER, Deputy Chief Executive Officer, on the basis of his office.

RESOLUTION NINETEEN

Approval of the compensation policy for Directors

The shareholders, voting in accordance with quorum and majority rules for Ordinary General Meetings, after considering the Board of Directors' report established in application of Article L. 22-10-8 of the French Commercial Code, approve the compensation policy for Directors presented in "Chapter 4 - Compensation of Corporate Officers" of the Report on Corporate Governance.

RESOLUTION TWENTY

Setting total annual compensation for Directors for 2023

The shareholders, acting in accordance with the quorum and majority voting requirements applicable to Ordinary General Meetings, decide to set the total annual amount of compensation for Directors serving on the Board at €82,000 for 2023.

This is an free translation of the French preliminary meeting notice (avis préalable de réunion) provided for information purposes for the

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

RESOLUTION TWENTY-ONE

Authorisation by the Company to repurchase its own shares

The shareholders, acting in accordance with the quorum and majority requirements applicable to Ordinary General Meetings, after considering the Board of Directors' Report, hereby authorise the Board, which the latter may further delegate in accordance with the law and the articles of association, in accordance with the conditions provided for under articles L. 22-10-62 et seq. and by European Commission Regulation no. 596/2014 of 16 April 2014, to proceed, on one or more occasions, with the purchase by EQUASENS of its own shares within the limit of 10% of the share capital, i.e. up to a maximum of 1,517,412 shares.

The General Meeting resolves that the Board of Directors has the authority, with the option of subdelegation under the conditions laid down by law, to buy back shares for the following purposes:

• Maintaining an orderly market or the liquidity of the EQUASENS share by an investment services provider through a liquidity agreement that complies with the ethics charter recognised by the AMF (Autorité des Marchés Financiers), the French financial market authority;
• Purchasing shares for future use, to be tendered in exchange or payment for acquisitions;
• Granting shares to the employees or corporate officers of EQUASENS or its Group, in accordance with the terms and conditions provided by law, notably as part of a profit-sharing plan, to cover stock options, as part of a company savings plan or to be used to award performance shares to employees pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code.

The shareholders decide that the maximum funds destined for this share repurchase programme, excluding costs, shall be €80,000,000.

The purchase, sale or transfer of shares may be carried out by any means authorised by applicable regulations, in the market, by mutual agreement and including through block purchases, at any time, including while a public tender offer is in progress.

The shareholders grant authority to the Board of Directors, in the case of a modification of the nominal value of the share, to proceed with capital increases through the capitalisation of reserves, distribution of stock dividends, stock splits or reverse splits, distribution of reserves or other assets, amortisation of capital, or any other transaction having an impact on the company's shareholders' equity, to adjust the purchase and sale prices mentioned above to take into account the impact of these corporate actions on the value of the share. More generally, the maximum size of this buyback and the maximum number of shares purchased will, as required, be adjusted to take into account subsequent corporate actions of the Company or decisions affecting the share capital.

The shareholders grant all powers to the Board of Directors that may, in accordance with the law and regulations, in turn delegate such authority in order to:

• Implement this authorisation if it deems appropriate;
• Determine the conditions and procedures for the share buyback programme including notably the purchase price of the shares (maximum and minimum price per share);
• Set and adjust the number of shares included in the share buyback programme, and the maximum purchase price defined under this programme;
• Acquire, sell or transfer these shares by any means, place all market orders;
• Allocate or re-allocate the shares thus acquired to the various objectives pursued, in compliance with the applicable legal and regulatory provisions;
• Enter into any agreement, and notably the liquidity agreement, make all representations to any body and notably the
  French financial market regulator, the AMF (Autorité des Marchés Financiers), in compliance with article L. 22-10-64 of the French Commercial Code;
• And in general, do everything that is required for the application of this resolution.

The shareholders decide that this authorisation is granted for a period of eighteen (18) months from the date of this Meeting or until 28 December 2024 and cancels and supersedes any prior authorisation having the same purpose.

RESOLUTION TWENTY-TWO

Powers for formalities

The shareholders grant all powers to the holder of a copy or short-form certificate of the minutes of this meeting for all formalities required by law.

Participation in the General Meeting