Ordre du jour et projet de texte des résolutions de l'AG du 30/09/26 en Anglais

AGENDA

• Presentation of the management report of the Board of Directors on the company's activity during the year ended March 31, 2026,
• Presentation of the special report prepared by the Chairman of the Board of Directors in accordance with the provisions of Article L. 225-37 of the French Commercial Code,
• Presentation of the reports of the Statutory Auditors on the accounts for the financial year and on the agreements referred to in Article L. 225-38 of the French Commercial Code,
• Approval of the financial statements for the year ended March 31, 2026,
• Approval of the agreements referred to in Article L. 225-38 of the French Commercial Code,
• Allocation of profit for the year ended March 31, 2026,
• Discharge of the Directors from their management mandate,
• Approval of the component of the remuneration paid during the year ended March 31, 2026 to the company directors,
• Reappointment of Bruno Dauman as Director,
• Reappointment of Romain Dauman as Director,
• Resolution to take note of the bond issuance,
• Granting of powers for completing the necessary formalities,
• Any other business.

DRAFT TEXT OF RESOLUTIONS

First resolution – (Approval of the company accounts for the year ended 31/03/2026)

After having taken note of the management report of the Board of Directors, the report of the Statutory Auditor on the financial statements for the year ended March 31, 2026, and the additional explanations provided verbally, the general meeting approved all parts of these reports, the financial statements, the balance sheet, and the notes on the financial statements for said financial year, as presented.

It therefore approved the transactions reflected in those financial statements and summarised in those reports.

It discharged directors in office over the period from April 1,2025 to March 31, 2026 from their management for the past financial year.

Second Resolution – (Allocation of profit)

After hearing the management report of the Board of Directors, the general meeting noted that the result for the year ended March 31, 2026 shows a net accounting profit of €565 895,90.

On the proposal of the Board of Directors, the general meeting decided to allocate this net accounting profit as follows:

In its entirety, €565 895,90
to the “Other reserves” account
which appears on the liabilities side of the annual account for an amount of €2 506 190,27
to bring it to the sum of €3 072 086,17

After allocation, the stockholder’s equity accounts will appear as follows:

Third Resolution – (Distribution of dividends for the last three financial years)

In accordance with the provisions of Article 243 bis of the French General Tax Code, the general meeting reiterated that the company has not distributed any dividends for the last three financial years.

Fourth Resolution – (Approval of the regulated agreements referred to in Article L 225-38 of the French Commercial Code)

After hearing the reading of the special report of the Statutory Auditors on the regulated agreements referred to in Article L. 225-38 of the French Commercial Code and ruling on this report, the general meeting noted that:

1. – No new agreement or new commitments falling within the scope of Article L 225-38 of the French Commercial Code have been signed for the past financial year.
2. – Agreements and commitments approved in previous financial years and whose execution continued during the financial year ended 31/03/2026: Shareholder concerned: Indivision Maurice JABLONSKY Type: Abandonment of current account in 2001/2002 for €457,347 under a better fortune clause Terms: reimbursement due when the JAJ Group has generated a net profit after tax equal to or greater than one million euros, for two consecutive years. The claim must be repaid from the end of the second financial year showing the thresholds set above; under these conditions, the sum must be repaid over a period not exceeding two years, without interest.

Fifth Resolution – (Approval of the component of the remuneration paid during the year ended March 31, 2026 to the company directors)

The general meeting, having reviewed the Board of Directors’ Report, approves, pursuant to Article L.22-10-34 II. of the French Commercial Code, the fixed components making up the total remuneration and benefits of any kind paid during the fiscal year ended March 31, 2026 to Mr. Bruno DAUMAN, Charmain and Chief Executive Officer, as presented in Section 4.1 of the corporate governance.

Sixth Resolution – (Reappointment of Bruno Dauman as Director)

The general meeting notes that Bruno DAUMAN's term of office as director will expire at the close of this general meeting, and resolves, on the proposal of the Board of Directors and under the conditions set out in Article 14-1 of the Bylaws, to renew his term of office as director for a period of six years, i.e. until the general meeting called to approve the financial statements for the fiscal year ended March 31, 2032.

Seventh Resolution - (Reappointment of Romain Dauman as Director)

The general meeting notes that Romain DAUMAN's term of office as director will expire at the close of this general meeting, and resolves, on the proposal of the Board of Directors and under the conditions set out in Article 14-1 of the Bylaws, to renew his term of office as director for a period of six years, i.e. until the general meeting called to approve the financial statements for the fiscal year ended March 31, 2032.

Eighth Resolution - (Resolution to take note of the bond issuance)

The general meeting, having reviewed the Board of Directors' report, takes note of the completion of the first tranche of the issuance of straight bonds redeemable within 3 years, authorized by resolution of the Board of Directors dated April 1, 2026 and confirmed by resolution of the Board of Directors dated June 8, 2026, for an amount of 700,000 euros, representing 700,000 obligations with a par value of one (1) euro each, bearing interest at a fixed annual rate of 7.5%.

Ninth Resolution - (Granting of powers for completing the necessary formalities)

The general meeting conferred all powers on the bearer of an original or a certified copy of these minutes for the purpose of completing the legal and regulatory publication formalities.