Neoen : 23.04.2024 – Statutory auditors’ report on the share capital decrease (resolution no.16)

NEOEN

Société anonyme

22 rue Bayard

75008 Paris

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Statutory Auditors' report on the share capital decrease

Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 16

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This is a translation into English of the statutory auditors' report issued in French and it is provided solely for the convenience of English-speakingusers. This report should be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France.

To the Shareholders of Neoen,

As Statutory Auditors of your company and pursuant to the engagement set forth in Article L. 22-10-62 of the French Commercial Code (Code de commerce) concerning share capital decreases by cancellation of shares purchased, we hereby present our report on our assessment of the reasons for and terms and conditions of the proposed share capital decrease.

The Board of Directors asks shareholders to delegate to it, for a period of 26 months, the power to cancel, up to a maximum of 10% of its share capital by 24-month period, shares purchased by the Company pursuant to the authorization to purchase its own shares, as part of the provisions of the aforementioned article.

We performed the procedures that we considered necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes)