GEA – NOTICE OF MEETING – 02/09/2023 – 5:45 PM

At the Combined General Meeting at the registered office located in MEYLAN (38240), Chemin Malacher, March 31, 20223 at 11:30 a.m.to deliberate on the following agenda:

Agenda

Under the jurisdiction of the Annual Ordinary General Meeting:

• Statutory Auditor’s report on the financial statements for the year ended September 30, 2022;
• Special report of the Statutory Auditor on the agreements and commitments authorized pursuant to the provisions of Articles L. 225-86 et seq. of the French Commercial Code;
• Report of the Supervisory Board on Corporate Governance, in accordance with the provisions of Article L. 225-68 of the French Commercial Code;
• Statutory Auditor’s report containing observations on the Supervisory Board’s report, in accordance with Article L. 225-235 of the French Commercial Code;
• Executive Board report including the description of the share buyback program, in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code;
• Special report of the Statutory Auditor on the capital reduction pursuant to Article L.22-10-62 of the French Commercial Code;
• Review and approval of the financial statements for the year ended September 30, 2022 and of the management report;
• Discharge to the Members of the Supervisory Board and the Management Board;
• Review and approval of agreements and commitments authorized pursuant to the provisions of Articles L. 225-86 et seq. of the Commercial Code;
• Allocation of earnings for the fiscal year ended September 30, 2022;
• Fixing the remuneration of the members of the Supervisory Board;
• Approval of the compensation policy for corporate officers for fiscal year 2022-2023, in accordance with Article L. 22-10-26 of the French Commercial Code;
• Approval of the compensation and benefits of all kinds paid to the Chairman of the Management Board for the financial year ended September 30, 2022, pursuant to the provisions of Article L.22-10-9 of the French Commercial Code;
• Approval of the compensation and benefits of all kinds paid to the Chief Executive Officer for the financial year ended September 30, 2022, pursuant to the provisions of Article L.22-10-9 of the French Commercial Code;
• Approval of the compensation and benefits of all kinds paid to the Chairman of the Supervisory Board for the financial year ended September 30, 2022, pursuant to the provisions of Article L.22-10-9 of the Commercial Code;
• Approval of the compensation and benefits of all kinds paid to members of the Management Board for the financial year ended September 30, 2022, pursuant to the provisions of Article L.22-10-9 of the French Commercial Code;
• Renewal of term of a member of the Supervisory Board;
• Appointment of Mr. Hubert BRAC DE LA PERRIERE as a member of the Supervisory Board;
• Appointment of Mrs. Edwige AVICE as a member of the Supervisory Board.

Within the competence of the Extraordinary General Assembly:

• Amendment of Article 23 “Supervisory Board” of the Company’s Articles of Association;
• Powers to carry out legal formalities.

Written questions, which will be answered during the General Meeting, accompanied by a certificate of registration of the securities in the registered or bearer securities accounts, must be sent by registered letter with acknowledgment of receipt, at the registered office of the Company, or by electronic means of telecommunication, at the following address: [email protected], no later than the fourth business day preceding the Meeting.

Any shareholder may attend this Meeting or choose one of the three options below:

• give power of attorney to his spouse, to the partner with whom he has concluded a civil solidarity pact, or to another shareholder; or to any other natural or legal person of their choice under the conditions of article L225-106 of the French Commercial Code.
• send a power of attorney to the company without indication of an agent;
• vote by mail.
• give proxy to the Chairman of the meeting.

Only those shareholders will be admitted to attend the Meeting, to be represented there or to vote by mail, who have previously provided proof of this status:

• By registering their registered shares in a pure or administered registered account at least two business days before the date of the General Meeting, at midnight, Paris time; i.e. March 29, 2023, at midnight.
• By the delivery, within the same period, for the owners of bearer shares, of a participation certificate issued by the authorized intermediary evidencing the registration or the accounting registration of the shares.

Shareholders wishing to attend this General Meeting will receive an admission card upon request.

A postal or proxy voting form is available to all shareholders, upon request in writing, from UPTEVIA – 12 PLACE DES ETATS UNIS – CS 40083 – 92549 MONTROUGE CEDEX. This request must be submitted or received at the above address no later than six days before the date of the General Meeting, i.e. before March 24, 2023 (taking into account the rules for calculating deadlines).

To be taken into account, the postal voting forms, duly completed and signed, must reach the company UPTEVIA – 12 PLACE DES ETATS UNIS – CS 40083 – 92549 MONTROUGE CEDEX, at least three days before the date of the General Meeting. , i.e. before March 28, 2023.

When the shareholder has cast his vote remotely, sent a proxy or requested his admission card or a certificate of participation, he will no longer be able to choose another mode of participation in the General Meeting.

In accordance with the law, all the documents which must be communicated to the General Meeting will be made available to shareholders, at the registered office of the Company, from the date of the notice of the General Meeting and at least during the period of fifteen days preceding the date of the meeting, or transmitted on simple request addressed to the aforementioned company UPTEVIA, from the convening of the said Meeting and up to and including the fifth day before the meeting.

The information and documents intended to be presented to the General Meeting are also available on the Company’s website (www.gea.fr), for a period of twenty-one days preceding the meeting, i.e. from March 10, 2023.