Neoen : 23.04.2024 – Statutory auditors’ report on financial resolutions no. 17 to 22 and 25

NEOEN

Société anonyme

22 rue Bayard

75008 Paris

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Statutory Auditors' report on the issue of shares and miscellaneous marketable securities with and/or without cancellation of preferential subscription rights

Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 17 to 22 and 25

RSM Paris

26, rue Cambacérès

75008 Paris

S.A.S au capital de 12 190 600 €

792 111 783 RCS Paris

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Paris

Deloitte & Associés

6, place de la Pyramide

92908 Paris-La Défense Cedex

S.A.S. au capital de 2 188 160 €

572 028 041 RCS Nanterre

Société de Commissariat aux Comptes inscrite à la Compagnie Régionale de Versailles et du Centre

NEOEN

Société anonyme 22 rue Bayard

75008 Paris

_______________________________

Statutory Auditors' report on the issue of shares and miscellaneous marketable securities with and/or without cancellation of preferential subscription rights

Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 17 to 22 and 25

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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 Articles L. 228-92 and L. 225-135et seq. and Article L. 22-10-52 of the French Commercial Code (Code de commerce), we hereby present our report on the proposed delegations of authority to the Board of Directors to decide various issues of shares and/or marketable securities, transactions on which you are asked to vote.

Based on its report, the Board of Directors asks that you:

• Delegate to it, for a period of 26 months commencing the date of this Shareholders' Meeting, with the option to sub-delegate,the authority to decide the following transactions and to set the final terms and conditions of these issues and proposes, where appropriate, to cancel your preferential subscription rights:

• • Issues of ordinary shares of the company and/or marketable securities granting access, immediately or in the future, to the share capital and/or debt securities of the company, with retention of preferential subscription rights (17th resolution);
  • Issues of ordinary shares of the company and/or marketable securities granting access, immediately or in the future, to the share capital and/or debt securities of the company, with cancellation of preferential subscription rights, as part of a public offering other than public offerings referred to in Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier) (18th resolution), it being specified that these securities may be issued in consideration of securities contributed to the Company as part of a public exchange offer on securities satisfying the conditions set forth in Article L. 22-10-54 of the French Commercial Code.
  • Issues of ordinary shares of the company and/or securities granting access, immediately or in the future, to the share capital and/or debt securities of the company, with cancellation of preferential subscription rights, as part of a public offering referred to in Article L. 411-2 1° of the French Monetary and Financial Code (Code monétaire et financier), within the limit of 20% of the share capital per year (19th resolution).
• Delegate to it, for a period of 26 months, with the option to sub-delegate, the necessary powers to issue ordinary shares and/or securities granting access, immediately or in the future, to the share capital of the company, in exchange for contributions in kind to the company comprising equity securities or marketable securities granting access to share capital (22nd resolution), up to a maximum of 10% of the share capital.
• Delegate to it, for a period of 18 months commencing the date of this Shareholders' Meeting, with the option to sub-delegate,the authority to decide the issue of ordinary shares and/or marketable securities granting access, immediately or in the future, to the share capital and/or conferring entitlement to the grant of debt securities of the company, with cancellation of preferential subscription rights, reserved for non-FrenchGroup employees (20th resolution).

The par value amount of share capital increases that may be performed, immediately or in the future, pursuant to the 17th resolution may not exceed €90 million.

The total par value amount of share capital increases that may be performed, immediately or in the future, pursuant to the 18th to 20th resolutions, the 22nd resolution and the 24th resolution presented to this Shareholders' Meeting,

2 l NEOEN l Statutory Auditors' report on the issue of shares and miscellaneous marketable securities with and/or without cancellation of

preferential subscription rights l Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 17 to 22 and 25

as well as the 16th resolution adopted by the Shareholders' Meeting of May 10, 2023, may not, according to the 25th resolution, exceed €65 million, it being specified that the total par value amount of share capital increases that may be performed pursuant to each of the 18th and 19th resolutions may not exceed 1% of share capital according to the 20th resolution and 10% of the share capital according to the 22nd resolution.

The maximum par value amount of share capital increases that may be performed, immediately or in the future, pursuant to the 20th resolution shall be deducted from the ceiling set in the 24th resolution presented to this Shareholders" Meeting.

These ceilings take into consideration the additional number of securities to be created under the conditions provided for in Article L. 225-135-1 of the French Commercial Code, should you adopt the 21st resolution.

The Board of Directors is responsible for preparing a report in accordance with Articles R. 225-113et seq. of the French Commercial Code. Our role is to express an opinion on the fair presentation of the quantified information extracted from the accounts, on the proposed cancellation of preferential subscription rights, and on certain other information concerning these transactions, as presented in this report.

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) relating to this

engagement. These procedures consisted in verifying the content of the Board of Directors' report on this transaction

and the terms and conditions governing the determination of the issue price of equity securities to be issued.

Subject to a subsequent review of the terms and conditions of any issues that may be decided, we have no comments on the process for determining the issue price of the future securities presented in the Board of Directors' report in respect of the 18th to 20th resolutions.

Moreover, as this report does not specify the rules for determining the issue price of the equity securities to be issued pursuant to the 17th and 22nd resolutions, we cannot express an opinion on the selected items used to calculate this issue price.

As the final terms and conditions of the issues have not been determined, we do not express an opinion thereon and, as such, on the proposed cancellation of preferential subscription rights on which you are asked to decide in the 18th to 20th resolutions.

In accordance with Article R.225-116 of the French Commercial Code, we will issue a supplementary report, if necessary, should this delegation be used by your Board of Directors, in the event of issues of marketable securities which are equity securities granting access to other equity securities or granting entitlement to the grant of debt

3 l NEOEN l Statutory Auditors' report on the issue of shares and miscellaneous marketable securities with and/or without cancellation of

preferential subscription rights l Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 17 to 22 and 25

securities, issues of marketable securities granting access to equity securities to be issued, and issues of ordinary shares with cancellation of preferential subscription rights.

Paris-La Défense and Paris, April 23, 2024

The Statutory Auditors

RSM PARIS

Deloitte & Associés

Jean-Charles Boucher

Benoit Pimont

4 l NEOEN l Statutory Auditors' report on the issue of shares and miscellaneous marketable securities with and/or without cancellation of

preferential subscription rights l Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 17 to 22 and 25