Wavestone : Text and summary of proposed resolutions for the General Meeting of July 25, 2024

Text and summary of proposed resolutions for the Combined General Meeting of July 25, 2024

Ordinary General Meeting resolutions

Resolution 1: Approval of the annual reports and financial statements for the fiscal year ended March 31, 2024

Summary of Resolution 1:

Purpose:

Approve the company's individual financial statements at March 31, 2024, showing net income of €32,627,888.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the annual financial statements for the fiscal year ended March 31, 2024, showing net income of €32,627,888, as well as the transactions reflected in these financial statements and summarized in these reports.

Pursuant to article 223 quater of the French General Tax Code, the Annual Shareholders' Meeting approves the total non-tax-deductible expenditure and charges referred to in article 39-4 of the aforementioned Code, which amounted to €7,275, as well as the theoretical tax for these expenses and charges, for a total of €1,879.

Resolution 2: Approval of the consolidated annual reports and financial statements for the fiscal year ended March 31, 2024

Summary of Resolution 2:

Purpose:

Approve the company's consolidated financial statements at March 31, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the reports of the Board of Directors and the Statutory Auditors, approves the consolidated financial statements for the fiscal year ended March 31, 2024, as well as the transactions reflected in these financial statements and summarized in these reports.

Resolution 3: Appropriation of earnings for the fiscal year ended March 31, 2024, setting the dividend and the dividend payment date

Summary of Resolution 3:

Purpose:

Allocate income amounting to €32,627,888 and pay a dividend of €9,342,542, or €0.38 per share to eligible shareholders.

Ex-dividend date: 7/31/2024.

Dividend payment date: 8/2/2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, of distributable profit of €265,864,913, on a proposal of the Board of Directors,

© Wavestone | 2

Net income for the fiscal year:	€32,627,888
_________________________________________________________
Allocation to the legal reserve:	€11,775
_________________________________________________________
Dividends:	€9,342,542
_________________________________________________________
Retained earnings account:	€23,273,571

As a result, the dividend per eligible share amounts to €0.38 (please note: as at March 31, 2024, the company held 320,695 treasury shares). The retained earnings are now €256,522,371.

If, on the dividend payment date, the number of shares eligible for the dividend differs, the total dividend will be adjusted to take this difference into account and the amount allocated to retained earnings shall be determined based on the dividends effectively paid.

The ex-dividend date is 7/31/2024 and dividends will be paid on 8/2/2024.

Dividends paid to French tax residents who are natural persons are automatically subject to the single flat-rate withholding tax (PFU) at a global rate of 30% (12.8% for income tax and 17.2% for social security contributions) in accordance with Article 200 A of the French General Tax Code. However, at the express and irrevocable choice of the taxpayer, the dividend may be subject to the progressive income tax scale and will thus be eligible for the 40% deduction provided for in Article 158, 3.2 of the French General Tax Code. This option must be exercised each year when filing the income tax return and is global. It therefore covers all income falling within the scope of the PFU.

This dividend will remain subject to social security contributions at the rate of 17.2% and, if the taxpayer opts for the application of the progressive scale, they can deduct from their overall income a proportion of the CSG applied to dividends (up to 6.8%). Finally, taxpayers whose taxable income exceeds certain thresholds will also be subject to the exceptional contribution on high incomes at a rate of 3% or 4%, depending on the case, in accordance with article 223 sexies of the French General Tax Code. This regime does not apply to legal entities.

Shareholders who are not French tax residents are invited to review their own tax situations to notably take into consideration the applicable tax regime in France, in their country of tax domiciliation and the rules applicable by virtue of any tax agreement signed, where appropriate, between France and the State of tax domiciliation.

© Wavestone | 3

The following table gives the dividends paid for the last three fiscal years, as required by law:

							Dividend per share			Portion of the dividend
	Fiscal year			Number of shares (1)					eligible for the 40%
					(2)
										relief (3)
March 31, 2023	19,981,237			€0.38	100%
March 31, 2022	20,032,695			€0.38	100%
March 31, 2021	20,053,458			€0.23	100%

1. After deduction of treasury shares
2. Before deduction of taxes and social charges
3. All of the dividends paid by the company are eligible for the reduction

Resolution 4: Related-party agreements

Summary of Resolution 4:

Purpose:

Acknowledge that no new agreements were authorized, concluded or entered into during the fiscal year ended March 31, 2024.

Approve the Statutory Auditors' special report on the previously approved agreement which was still in effect during the fiscal year ended March 31, 2024 and acknowledge the information related to this agreement.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, and having reviewed the Statutory Auditors' special report, pursuant to Article

L.225-40 of the French Commercial Code:

• acknowledges that no new agreements were authorized, concluded or entered into during the fiscal year ended March 31, 2024;
• acknowledges the information relating to the previously approved agreement, which remained in effect during the fiscal year ended March 31, 2024.

Resolution 5: Renewal of term of office of Ms. Marie-Ange Verdickt as Director

Summary of Resolution 5:

Purpose:

Renewal of Ms Marie-Ange Verdickt as director.

Term of office: 4 years, i.e. until the close of the Ordinary General Meeting called to approve the financial statements for the year ending March 31, 2028.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, renews Ms. Marie-Ange Verdickt's appointment as Director for the statutory term of four years, until the close of the Ordinary General Meeting called to approve the financial statements for the fiscal year ending March 31, 2028.

© Wavestone | 4

Ms. Marie-Ange Verdickt has declared that she accepts this appointment, that she does not hold any office and that she is not subject to any measure likely to prohibit her from doing so.

Appointment of Ms Graciana Petersen as Director

Summary of Resolution 6:

Purpose:

Appointing Ms Graciana Petersen as Director.

Term of office: 4 years, i.e. until the close of the Ordinary General Meeting called to approve the financial statements for the year ending March 31, 2028.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary Shareholders' Meetings, having reviewed the report of the Board of Directors, appoints Ms. Graciana Petersen as Director, for a period of four years, i.e. until the close of the Ordinary General Meeting called to approve the financial statements for the year ending March 31, 2028.

Ms. Graciana Petersen has declared that she accepts this appointment, that she does not hold any office and that she is not subject to any measure likely to prohibit him from doing so.

Resolution 7: Appointment of Aca Nexia, as statutory auditor in charge of certifying information relative to sustainability

Summary of Resolution 7:

Purpose:

Appointing Aca Nexia, as statutory auditor in charge of certifying information relative to sustainability.

Term of office: remaining term of office as auditor, i.e. until the close of the Ordinary General Meeting called to approve the financial statements for the fiscal year ending March 31, 2025.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report, resolves to appoint Aca Nexia as Statutory Auditor in charge of certifying sustainability information, for the remainder of their term of office as Statutory Auditor, i.e. until the close of the Ordinary General Meeting called to approve the financial statements for the fiscal year ended March 31, 2025.

Resolution 8: Approval of the information mentioned in I of Article L. 22-10-9 of the French Commercial Code for the fiscal year ended March 31, 2024

Summary of Resolution 8:

Purpose:

Approval of information relative to the remuneration paid or allocated during the year ended March 31, 2024, to each corporate officer and presented in the corporate governance report, pursuant to the provisions of article L.22-10-34 I of the French Commercial Code.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the corporate governance report of the Board of Directors, approves pursuant to article L.22-10-34 I. of the French Commercial Code, the information relative to the compensation of corporate officers mentioned in I of article L. 22-10-9 of the French Commercial Code, as presented in the abovementioned report.

© Wavestone | 5

Resolution 9: Approval of the elements of compensation paid during the year ended March 31, 2024 or allocated in respect of the same year to Mr Pascal Imbert, Chairman and CEO

Summary of Resolution 9:

Purpose:

Approve the fixed and variable components of total compensation and other benefits paid or awarded to Mr. Pascal Imbert, in his role as Chairman and CEO, in respect of the fiscal year ended March 31, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Supervisory Board's report on corporate governance, approves, pursuant to Article 22-10-34 II of the French Commercial Code, the components of compensation and benefits-in-kinds paid or allocated in respect of the fiscal year ended March 31, 2024 to Mr. Pascal Imbert, Chairman and CEO, as presented in the above-mentioned report.

Resolution 10: Approval of the elements of compensation paid during the year ended March 31, 2024 or allocated in respect of the same year to Mr Patrick Hirigoyen, Chief Operating Officer

Summary of Resolution 10:

Purpose:

Approve the fixed and variable components of total compensation and other benefits paid or awarded to Mr. Patrick Hirigoyen, in his role as COO, in respect of the fiscal year ended March 31, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Supervisory Board's report on corporate governance, approves, pursuant to Article 22-10-34 II of the French Commercial Code, the components of compensation and benefits-in-kinds paid or allocated in respect of the fiscal year ended March 31, 2024 to Mr. Patrick Hirigoyen, Chief Operating Officer, as presented in the above-mentioned report.

Resolution 11: Approval of the elements of compensation paid during the year ended March 31, 2024 or allocated in respect of the same year to Mr Karsten Höppner, Chief Operating Officer

Summary of Resolution 11:

Purpose:

Approve the fixed and variable components of total compensation and other benefits paid or awarded to Mr. Karsten Höppner, in his role as COO, in respect of the fiscal year ended March 31, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Supervisory Board's report on corporate governance, approves, pursuant to Article 22-10-34 II of the French Commercial Code, the components of compensation and benefits-in-kinds paid or allocated in respect of the fiscal year ended March 31, 2024 to Mr. Karsten Höppner, COO, as presented in the above-mentioned report.

Resolution 12: Determination of the fixed annual sum allocated to Directors

Summary of Resolution 12:

Purpose:

Set the total annual amount payable to the Directors from the fiscal year starting on April 1st, 2024 at €436,116.

© Wavestone | 6

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, decided to set, from the fiscal year starting on April 1, 2024, the overall amount that the company allocates to Directors in compensation for their activities, at €436,116, as presented in the above report, and until decided otherwise by the Shareholders' Meeting.

Resolution 13: Approval of the compensation policy for Directors in respect of the fiscal year starting on April 1, 2024

Summary of Resolution 13:

Purpose:

Approval of the components of the compensation policy for Directors in respect of the fiscal year starting on April 1, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves the compensation policy for the company's Directors in respect of the fiscal year starting on April 1, 2024, as presented in the above-mentioned report.

Resolution 14: Approval of the compensation policy for Mr. Pascal Imbert in his role as Chairman-Chief Executive Officer in respect of the fiscal year starting on April 1, 2024

Summary of Resolution 14:

Purpose:

Approval of the components of the compensation policy for Mr. Pascal Imbert in his role as Chairman- Chief Executive Officer in respect of the fiscal year starting on April 1, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves the compensation policy for Mr. Pascal Imbert in his role as Chairman-Chief Executive Officer of the company officers in respect of the fiscal year starting on April 1, 2024, as presented in the above- mentioned report.

Resolution 15: Approval of the compensation policy for Mr. Patrick Hirigoyen in his role as Chief Operating Officer in respect of the fiscal year starting on April 1, 2024

Summary of Resolution 15:

Purpose:

Approve the compensation policy for Mr. Patrick Hirigoyen in his role as Chief Operating Officer in respect of the fiscal year starting on April 1, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves the compensation policy for Mr. Patrick Hirigoyen in his role as Chairman-Chief Executive Officer of the company officers in respect of the fiscal year starting on April 1, 2024, as presented in the above-mentioned report.

© Wavestone | 7

Resolution 16: Approval of the compensation policy for Mr. Karsten Höppner, Chief Operating Officer, in respect of the fiscal year starting on April 1, 2024

Summary of Resolution 16:

Purpose:

Approve the compensation policy for Mr. Karsten Höppner, Chief Operating Officer, in respect of the fiscal year starting on April 1, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report on corporate governance, approves the compensation policy for Mr. Karsten Höppner, Chief Operating Officer, in respect of the fiscal year starting on April 1, 2024, as presented in the above-mentioned report.

Resolution 17: Authorization delegating power to the Board of Directors to trade in the company's shares

Summary of Resolution 17:

Purpose:

Authorize your Board of Directors, to have the company purchase its own shares, except during a public offering period. The maximum purchase price, established using the same formula as in previous fiscal years, is set at €163 (excluding fees) in the context of stimulating the market in Wavestone shares to promote liquidity and €122 (excluding expenses) in other cases. The maximum number of purchases is limited to 10% of the share capital, after deduction of shares already held, including 5% in the context of commitments made in favor of employees and/or corporate officers (free share allocation plans).

The company may buy back its shares:

• for cancellation by way of a share capital reduction;
• to honor obligations related to the issue of shares and other securities giving access to the company's share capital;
• for allocation or, as relevant, sale to employees and/or Directors of the company or of group companies;
• to make a market in the company's share under a liquidity contract with an investment services provider, in accordance with an ethics charter recognized by the AMF;
• to implement all market practices and objectives permitted by law or by competent market authorities.

Shares may be purchased, sold or transferred by any means, on one or more occasions, notably on a stock exchange or over the counter, including, in whole or in part, in the form of a block purchase, sale or transfer. These means include, as appropriate, using derivatives and any other financial instruments.

This authorization is valid for a period of 18 months as of the Annual General Meeting on July 25, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Board of Directors' report, grants authorization to the Board of Directors, with the power to delegate to any legally authorized person, to purchase the company's shares, under the legal and regulatory terms and conditions applicable at the time of trading, and in particular pursuant to the terms and obligations imposed by articles L.22-10-62 et seq. of the French Commercial Code set by the directly applicable provisions of European Commission regulation no. 596/2014 dated April 16, 2014, and the market practices accepted by the AMF.

© Wavestone | 8

This authorization may be used by the Board of Directors for the following purposes:

• to make a market in the Wavestone share and boost liquidity, under a liquidity contract with an independent investment services provider, in accordance with an ethics charter recognized by the AMF;
• to honor obligations related to the issue of shares and other securities giving access to the company's share capital;
• to award or sell shares to employees and/or corporate officers of the company or of companies within the group, in accordance with the terms and conditions set by law, especially in respect of profit-sharing, share ownership plans, company and inter-company savings plans, and for the purposes of implementing and covering stock option and free share plans;
• to cancel all or some of the shares purchased to reduce the share capital, within the context of, and subject to a valid authorization granted by the Extraordinary General Meeting;
• to implement all market practices and objectives permitted by law or current regulations or by the AMF concerning share buyback programs and, more generally, to carry out all operations that comply with the regulations in force with regard to these programs.

The annual general meeting hereby decides that:

• the purchase, sale, exchange or transfer of shares may be done by any means, on a stock exchange or over the counter, in the form of a block purchase or sale, without limiting the portion of the buyback program that may be executed by such means, or, if necessary, by way of any form of derivative instrument or option transaction provided that these do not contribute in a significant way to increasing the volatility of the share price (it being specified that block share purchases can only be carried out with a reference shareholder if the latter offers one or more forms of compensation such as a discount to the value of the purchased shares). These transactions may take place at any time, other than during periods of public offerings on the company's shares (unless such transactions are carried out to satisfy share delivery commitments);
• the maximum number of shares the company may purchase under this authorization is capped at 10% of the share capital, in accordance with Article L.22-10-62 of the French Commercial Code. This includes treasury shares acquired under previous share buyback authorizations granted by the Ordinary General Meeting, it being specified (i) that the maximum number of shares acquired in the context of commitments made in favor of employee and/or corporate officer shareholding shall be 5% of the share capital and (ii) that when shares are purchased under a liquidity contract, the 10% calculation mentioned above applies to the number of shares acquired, less the number sold during the term of this authorization;
• the maximum price which may be paid for a share, established using the same formula as in previous fiscal years, is (i) €163 (excluding expenses) when shares are purchased to promote the market for the company's share and boost liquidity, under a liquidity contract with an independent investment services provider, and (ii) €122 (excluding expenses) for all other authorizations granted to the Board of Directors, where appropriate, it being noted, however, that for capital transactions and, in particular, capital increases by incorporation of reserves and allocation of free shares, share splits and reverse splits, the price and number of shares referred to above will be adjusted by a factor equal to the ratio between the number of shares making up the capital before the transaction, and the number of shares comprising the capital after the transaction;
• the total amount of funds allocated for treasury share purchases is capped at €405,973,212 subject to available reserves;

© Wavestone | 9

• this authorization cancels the authorization granted by the Ordinary and Extraordinary General Meeting on July 27, 2023. It is valid for eighteen (18) months as of this date.

The Annual General Meeting grants all powers to the Board of Directors, including that of sub-delegation to any legally authorized person, to set up and implement a share buyback plan, and notably to:

• launch and implement this share buyback program;
• place, within the limits specified above, any trade orders on a stock exchange or over the counter, in compliance with applicable regulations;
• adjust the share purchase price to take into account the impact of transactions on the company's share price;
• enter into any and all agreements to keep registers of share purchases and sales;
• ensure full traceability of transactions;
• make all declarations and carry out all formalities with the appropriate organizations, notably the French Financial Markets Authority (AMF), and file all stock purchase/sale information (or request this be filed by the securities service) in the purchase/sale registers, as required under Articles L.225-211 and R.225-160 of the French Commercial Code;
• complete all other formalities and, in general, do all that is necessary;
• ensure the Social and Economic Council is informed that this resolution has been adopted, in accordance with the provisions of Article L.22-10-62 (1) of the French Commercial Code;
• ensure that Company shareholders are informed at the next annual general meeting of the exact allocation of the shares purchased for the specific purposes indicated.

Extraordinary General Meeting resolutions

Resolution 18: Renewal of the authorization to the Board of Directors to reduce the share capital by cancelling treasury shares

Summary of Resolution 18:

Purpose:

Authorize your Board of Directors to cancel Company shares acquired pursuant to the authorization granted under Resolution 17, except during a public offering period, within a limit of 10% of the share capital per 24 month period, and to reduce the company's share capital accordingly.

The company may cancel treasury shares as a means to achieve various financial objectives, such as implementing an active capital management strategy, balance sheet optimization, or to offset share dilution resulting from an increase in capital.

This authorization is valid for a period of 24 months as of the Annual Shareholders' Meeting of July 25, 2024.

The Annual Shareholders' Meeting, deliberating under the quorum and majority conditions required for Extraordinary General Meetings, and having reviewed the Management Board's report and the Statutory Auditors' special report, hereby:

© Wavestone | 10