Annual General Meeting

Conditions for Participation in General Meetings

Participation in General Meetings, in any form whatsoever, is subject to the registration or recording of shares in accordance with the conditions and deadlines set out by the applicable regulations.

The Board of Directors reserves the right to accept voting forms and proxy appointments received by the Company after the deadline prescribed by the applicable regulations.

Shareholders’ rights

Holders of registered shares are entitled to attend General Meetings and take part in the deliberations, regardless of the number of shares held, upon simple proof of identity, provided that:

• their shares are fully paid up with respect to any amounts due;
• their shares are registered in an account in their name under the conditions and within the time periods provided for by the regulations in force.

Representation and postal voting procedures

Any shareholder entitled to attend General Meetings may :

• be represented by another shareholder ;
• be represented by his or her spouse or by the partner with whom he or she has entered into a civil solidarity pact ;
• be represented by any other individual or legal entity of its choice.

The proxy shall include all information and particulars required by applicable law.
In the absence of the appointment of a proxy by the shareholder, a favorable vote shall be cast on the shareholder’s behalf for the adoption of the draft resolutions submitted to the Meeting.

Any shareholder may also vote by correspondence using a form, which may be obtained under the conditions specified in the notice of meeting.

Electronic voting and proxy

If the Board of Directors so decides when convening the Meeting, shareholders may use an electronic form to request admission, appoint a proxy, or vote remotely, in accordance with the conditions set out by applicable laws and regulations.

The electronic signature must result from the use of a reliable identification process guaranteeing its link with the form concerned.
Proxies or votes cast by electronic means prior to the Meeting, together with the corresponding acknowledgement of receipt, will be deemed to be written documents that cannot be revoked and will be binding on all parties.

In the event of the sale of shares before the date set by the regulations in force, the Company will invalidate or modify, as the case may be, the proxy or the vote expressed before this date.

Shareholders using the electronic voting or proxy form within the required timeframe are treated in the same way as shareholders present or represented by proxy.

Methods of exercising voting rights

Shareholders may exercise their voting rights in one of three ways:

• attend the Annual General Meeting in person;
• give proxy to the Chairman of the Meeting or to any other individual or legal entity of their choice;
• vote by post or by Internet.

In addition to the single paper voting form, shareholders can :

• transmit their voting instructions ;
• appoint or revoke a proxy ;
• request an admission card over the Internet, via the VOTACCESS website, under the conditions described below.

Access to VOTACCESS

The VOTACCESS site will be open :

• at least 15 days before the date of the Annual General Meeting;
• until the day before the Meeting.

To avoid site congestion, shareholders are advised not to wait until the day before the Meeting to enter their instructions.

Attend the Annual General Meeting in person

Electronically

• Direct registered shareholders
  Access via their Shareholder Area:
  https://www.investors.uptevia.com/
  Shareholders should log in with their usual codes and follow the instructions to access the VOTACCESS site and request their admission card.
• Administered registered shareholders
  Access via the VoteAG website:
  https://www.voteag.com/
  Shareholders should log in using the temporary codes on the single voting form, then follow the instructions to access VOTACCESS.
• Bearer shareholders
  It is the shareholder’s responsibility to check whether his or her financial intermediary is connected to the VOTACCESS website.
  If so, the shareholder should connect to his or her financial intermediary’s portal using his or her usual codes and follow the instructions to request an admission card.

By post

• Registered shareholders
  They must complete the single voting form enclosed with the notice of meeting, indicating their wish to attend the Annual General Meeting and obtain an admission card, then return it dated and signed using the enclosed T envelope.
• Bearer shareholders
  They must ask their financial intermediary to send them an admission card.

Requests for admission cards by post must be received by Uptevia no later than three days before the Meeting.

➔ Failure to receive admission card

Shareholders who have not received their admission card in the two business days preceding the Annual General Meeting are invited to :

• Registered shareholders
  Present themselves at the dedicated desks on the day of the Meeting, with proof of identity.
• Holders of bearer shares
  Ask their financial intermediary for a certificate of ownership proving their status as a shareholder on the second business day prior to the Meeting.