Groupe JAJ : 25/07/2022 Agenda and draft text of General Assembly resolutions

AGENDA

• Presentation of the management report of the Board of Directors on the company's activity during the year ended 31 March 2022,
• 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 31 March 2022,
• Approval of the agreements referred to in Article L. 225-38 of the French Commercial Code.
• Allocation of profit for the year ended 31 March 2022,
• Discharge of the Directors from their management mandate,
• Remuneration of company directors,
• Ratification of the transfer of the registered office,
• 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 31/03/2022)

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 31 March 2022, 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 1 April 2021 to 31 March 2022 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 31 March 2022 shows a net accounting profit of €242,878.90.

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

• To the "OTHER RESERVES" item for €242,878.90

The "OTHER RESERVES" item will therefore increase from the sum of €1,200,654.65 to € 1,443,533.55, after allocation.

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 31/03/2022:

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 - (Remuneration of the Chairman and Chief Executive Officer for the 2022 financial year)

The General Meeting approved the gross annual remuneration paid to Mr Bruno Dauman, which amounted to the sum of €243,696 for the past financial year, in addition to the reimbursement of his expenses.

Sixth resolution - (Remuneration of the Chairman and Chief Executive Officer for the 2023 financial year)

The General Meeting approved the principles and criteria for determining the fixed, variable and exceptional elements composing the total remuneration and benefits of any kind attributable to the Chairman and Chief Executive Officer for the financial year ended 31/03/2023, as set out in Article 4.2. of the Report on Corporate Governance.

Seventh Resolution - (Ratification of the transfer of the registered office)

The general meeting ratified the decision of the Board of Directors of 10 December 2021 transferring the registered office from 40-48, rue Beaumarchais to 25, rue de Romainville 93100 MONTREUIL as of 6 December 2021, following the sale of the premises at rue Beaumarchais.

Eighth 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.