EXPLANATORY NOTES TO THE NOTICE OF GENERAL MEETING The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 and 15 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Recommendation Your directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommend shareholders to vote in favour of the resolutions. The directors intend to vote in favour of the resolutions in respect of their own beneficial holdings. Resolution 1: Adoption of reports and accounts The directors must present the reports of the directors and the accounts of the Company for the year ended 31 December 2017 to shareholders at the AGM. The reports of the directors (including the strategic report), the accounts, and the report of the Company s auditors on the accounts and on those parts of the Directors Remuneration Report that are required to be audited are contained within the 2017 Annual Report. Resolution 2: Approval of Directors Remuneration Report The Directors Remuneration Report, which can be found on pages 50 to 54 of the 2017 Annual Report, gives details of the directors remuneration for the year ended 31 December 2017. Page 46 contains the annual statement by the Chairman of the Remuneration Committee and pages 50 to 54 contain the annual report on remuneration which shareholders are invited to approve. This resolution is subject to an advisory vote by shareholders, and the directors entitlement to remuneration is not conditional on its approval. Resolution 3: Approval of remuneration of Mr Firouz Pursuant to the AFEP-MEDEF Corporate Governance Code (as revised in November 2016) (the Code ), the shareholders must approve the remuneration of Mr Fereydoun Firouz as Chief Executive Officer and Chairman of the Board of Directors as set out on pages 51 to 54 of the 2017 Annual Report by ordinary resolution. If the shareholders do not approve Mr Firouz s remuneration, the Board must meet within a reasonable period and examine the reasons for this and the expectations expressed by the shareholders. Following this consultation and on the recommendations of the Remuneration Committee, the Board will rule on the modifications to be made to the compensation due or awarded in respect of the closed financial 1
year or the future compensation policy. The Company would subsequently publish information on the Company s website indicating how it has responded to the vote at the AGM and will report on this at the annual general meeting due to be held in 2019. The Company is not required to comply with the Code, but has opted to comply with the Code in the interests of good corporate governance. Resolutions 4 to 9: Re-election of directors In accordance with the Internal Regulations of the Board of Directors, directors are appointed for a term of one year and can be re-appointed provided that each director is re-elected by ordinary resolution of the shareholders at each annual general meeting of the Company. With the exception of Patrick Langlois and Paola Ricci, all of the current directors will offer themselves for re-election at the AGM. The terms of Mr Langlois and Mrs Ricci will expire at the end of the AGM. The Board would like to thank both Patrick for his contributions to Stallergenes Greer as a Board member and Chairman of the Audit Committee, and Paola for her contributions as a Board member. Separate resolutions will be proposed at the AGM to re-elect each of the directors standing for reelection. Detailed biographies of all the directors are included in the 2017 Annual Report and are also shown on the Company s website (www.stallergenesgreer.com). Resolutions 6 to 8 (inclusive) relate to the re-election of Mr Jean-Luc Bélingard, Mr Elmar Schnee and Ms Yvonne Schlaeppi as independent non-executive directors of the Company. The Board has considered whether each of the independent non-executive directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement and has determined that each continues to be considered independent. The Board recommends the re-election of all the directors so nominated in these resolutions because each director continues to demonstrate the skills, judgement and character which, in combination with extensive, relevant commercial experience, make each individual a valuable director of the Company and, taken collectively, they form a competent and critical management component of the Company. The Chairman has confirmed that the performance of each director standing for re-election continues to be effective and that they continue to demonstrate commitment to their respective roles and make available the time necessary to perform their duties. Resolution 10: Election of new director In accordance with the Code and the Internal Regulations of the Board of Directors, the Board nominates Mr Philip Broadley for election as an independent non-executive director of the Company. On election, the Board expects to appoint Mr Broadley as Chairman of the Audit Committee. The Board recommends the election of Mr Broadley because adding him to the Board will help ensure the duties of the Board and the Audit Committee continue to be performed with the necessary independence and objectivity. In addition, the Board recommends the election of Mr Broadley because 2
he has demonstrated the skills, judgement and character which, in combination with extensive, relevant business and financial experience, will make him a valuable director of the Company. Mr Philip Broadley Mr Broadley has significant financial and international business experience, having previously been Group Finance Director of Prudential plc for eight years and Old Mutual plc for six years. He is currently a director of AstraZeneca plc and serves on their Audit Committee, and is also a director and the Audit Committee chairman of Legal & General Group plc. He is a member of the Oxford University Audit Committee, Treasurer of the London Library and Chairman of Governors at Eastbourne College. He is a Fellow of the Institute of Chartered Accountants in England and Wales. Mr Broadley started his career at Arthur Andersen where he was a partner for seven years. He is a past Chairman of the 100 Group of Finance Directors in the UK and served as a member of the Code Committee of the Takeover Panel. He graduated in Philosophy, Politics and Economics from St Edmund Hall, Oxford and has a MSc in Behavioural Science from the London School of Economics. Resolutions 11 and 12: Reappointment and Remuneration of EY LLP as auditors The Board, on the advice of the Audit Committee, as summarised in the Audit Committee report in the Corporate governance section of the 2017 Annual Report, recommends the reappointment of EY LLP as auditors, to hold office until the next meeting before which the accounts are laid, as set forth in Resolution 11. Resolution 12 authorises the Audit Committee of the Board of Directors to determine the auditors remuneration. Resolution 13: Approval of Liquidity Agreement On 8 September 2015, the Company entered into a liquidity contract with Oddo & Cie and Oddo Corporate Finance to comply with the General Regulation (Règlement général) of the French Financial Markets Authority (Autorité des marchés financiers) for the trading in the Company s shares on its behalf, subject to a maximum number of 300,000 shares and a minimum and maximum price of 1 and 100. The liquidity agreement was approved at a meeting of shareholders and such authority is valid until this AGM. This resolution approves the liquidity arrangement for the period expiring on the earlier of 30 June 2019 and the end of the annual general meeting due to be held in 2019. The directors consider the liquidity arrangement necessary to stimulate the market and liquidity of the Company s shares in accordance with the French Financial Markets Authority s General Regulations. 3
Resolution 14: Authority to allot shares The purpose of Resolution 14 is to authorise the directors to issue and allot new shares. The authority will allow the directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company, including equity securities (as defined in Section 560(1) of the Companies Act 2006) in connection with a pre-emptive offer or an offer by way of a rights issue, up to a nominal value of 6,595,850, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company as at 31 December 2017. This level of authority is being sought to provide the directors with the flexibility to respond to market developments and to enable allotments to take place to finance business opportunities. As at 31 December 2017, the Company held 50,174 shares in treasury. If the resolution is passed, the authority will expire on the earlier of 30 June 2019 and the end of the annual general meeting due to be held in 2019. Resolution 15: Modification of pre-emption rights The purpose of Resolution 15 is to allow the directors to allot new shares and other equity securities, or to sell treasury shares, under the authority granted under Resolution 14, without following the strict requirements of Sections 561 to 562 of the Companies Act 2006 regarding pre-emption. Instead, if Resolution 15 is approved, the directors must still offer those shares or other securities to existing holders of those securities in proportion to their respective holdings, but the directors will be authorized to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems in connection with the offering, for example to deal with fractional entitlements, record dates or overseas shareholders. If the authority contained in resolution 15 is passed, the authority will expire on the earlier of 30 June 2019 and the end of the annual general meeting due to be held in 2019. 4
GENERAL NOTES Documents This Notice of AGM (the Notice ) has been sent to persons entered on the register of members of the Company at the close of business (London time) on 23 April 2018. This Notice and other corporate documents, including the Company s Articles of Association, are available for inspection by the Company s shareholders and other persons entitled to attend the AGM at the registered office of the Company in London (40 Bernard Street, 3rd Floor, London, United Kingdom, WC1N 1LE) and in Antony (6 rue Alexis de Tocqueville, 92160 Antony, France) as well as on the Company s website at www.stallergenesgreer.com. Record Date In accordance with the Company s Articles of Association, persons entitled to attend and, to the extent applicable, vote at the AGM will be those who were recorded as having those rights at the close of business (London time) on 5 June 2018 (the Record Date ) in the registers designated by the Board of Directors for that purpose, regardless of whether they are registered shareholders or other persons entitled to attend general meetings of shareholders of the Company at the time of the AGM. This means that registered shareholders and other persons entitled to attend the AGM need to hold their shares in the capital of the Company or be otherwise entitled to attend general meetings of shareholders of the Company on the Record Date, but they do not need to continue to hold their shares or remain entitled until the AGM. Shareholders holding through Euroclear France S.A. A. To be eligible to exercise voting rights in person at the AGM: (i) (ii) registered shareholders must come to the AGM with (a) their attendance card that they can obtain by completing and signing the voting instructions or proxy form which they receive with the Notice, and by returning it to Société Générale Securities Services ( SGSS ) via the envelope received with the Notice no later than 4 June 2018; or (b) valid identity papers; bearer shareholders must request voting instructions or a proxy form from their intermediary bank and, once received, must complete, sign and return it to their intermediary bank so that it may be received by SGSS no later than 4 June 2018; however, bearer shareholders who have not received their attendance card two business days before the AGM must request from their intermediary bank a participating certificate enabling them to verify their identity as a shareholder two business days before the AGM. B. Shareholders holding through Euroclear France S.A. who decide not to exercise voting rights in person at the AGM have three other options: 5
(i) (ii) (iii) grant a power of attorney to the Chairman of the AGM to vote on the Resolutions; it being specified that the Chairman of the AGM shall issue a vote in favour of adopting a resolution submitted or approved by the Board of Directors of the Company, and a vote against adopting any other resolutions; or give voting instructions to Euroclear France S.A.; or grant a power of attorney to a specified person to vote on the Resolutions in accordance with the shareholder s voting instructions. To that end: - registered shareholders must complete and sign the voting instructions or proxy form which they receive with the Notice, and return it to SGSS via the envelope received with the Notice no later than 4 June 2018; - bearer shareholders must request a voting instructions or proxy form from their intermediary bank and, once received, must complete, sign and return it to their intermediary bank so that it may be received by SGSS no later than 4 June 2018. The Notice and the voting instructions or proxy form are also available on the Company s website at www.stallergenesgreer.com. Registered Shareholders Shareholders registered in the Company s statutory register of members will receive a letter from or on behalf of the Company electronically containing an invitation for the AGM, including the agenda and details of the procedure for registering for the AGM. To be eligible to exercise voting rights in person at the AGM, shareholders registered in the Company s statutory register of members, must complete and sign the proxy form, which they receive by post and return it to the Company s registrar Computershare Investor Services PLC ( Computershare ) by post (Address: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom) no later than 5 June 2018, 1.00 p.m. (London time). Computershare s receipt of the completed and signed form on time will constitute notice to the Company of the registered shareholder s intention to exercise its voting and meeting rights. Shareholders registered in the Company s statutory register of members who wish to be represented by proxy at the AGM must complete and sign the proxy form and return it to Computershare no later than 5 June 2018, 1.00 p.m. (London time), by post. Computershare s receipt of the completed and signed form on time will constitute notice to the Company of the registered shareholder s intention to be represented by proxy. Registration 6
Registration will take place at la Maison de la Recherche, 54 Rue de Varenne, 75007 Paris, France between 1:30 p.m. and 2 p.m. (Paris time) on 7 June 2017. Once the AGM has started, registration is no longer possible. Shareholders and other persons entitled to attend the AGM will be required to present valid identity papers when registering and are required to sign the attendance list. Shareholders holding shares through Euroclear France S.A. should provide appropriate evidence of ownership and authority to vote by presenting their attendance card or their participating certificate. Holders of a power of attorney are required to present a copy of their power of attorney. Written Questions Any shareholder has the right to submit written questions relating to items of the agenda of the AGM, which the Board of Directors shall answer during the AGM. These questions must be sent to the registered office of the Company, by registered letter with acknowledgment of receipt or by electronic telecommunication to the following address: investor.relations@stallergenesgreer.com, no later than the fourth business day preceding the date of the AGM, i.e. 1 June 2018. A registration certificate must be sent together with these questions. Request for Documents and Information Any shareholder may request documents and information by contacting the Company no later than the fourth business day preceding the date of the AGM, i.e. 1 June 2018: - by electronic telecommunication to the following address: investor.relations@stallergenesgreer.com; or - by mail by returning the form attached to this Notice. A registration certificate must be sent together with this request. 7