Bollore : Notice of meeting

2024

Notice of meeting

Combined General Meeting

Wednesday May 22, 2024 - 9:30 am

	Message from the Chairman	2
	Cyrille Bolloré, Chairman and Chief Executive Officer
1	Methods of participating in the General Shareholders' Meeting	4
Prior formalities for participating in the General Shareholders' Meeting	4
How to take part in General Shareholders' Meeting	4
	How to fill out your form?	6
2	Summary	8
Comments on the businesses and results	9
	Recent events and outlook	11
	Net income over the past five fiscal years	12
3	Agenda of the General Meeting	13
Ordinary Meeting	13
	Extraordinary Meeting	13
4	Reports to General Shareholders' Meeting	14
Presentation of the resolutions of the Combined General Meeting of May 22, 2024	14
Governance	16
	Conditions for the preparation and organization of the work of the Board of Directors
	(article L. 22-10-10, 1° of the French commercial code [Code de commerce])	17
	Information about the directors	20
	Summary of current powers delegated by the General Shareholders' Meeting
	for capital increases, in accordance with articles L. 225-129-1 and L. 225-129-2,
	and indicating the use made of these delegations during the fiscal year
	(article L. 225-37-4, 3° of the French commercial code [Code de commerce])	21
	Compensation and benefits of company officers	21
	Statutory Auditors' special report on regulated agreements and Commitments	24
5	Text of the resolutions	25
Draft resolutions submitted to the Combined General Meeting of May 22, 2024	25
6	Practical information	28
Procedures for exercising the rigth to ask written questions	28
Obtaining additional Information	28

2024 Notice of meeting - Bolloré SE

1

Message from the Chairman

Reinvention is part of our DNA. Following the sale of Bolloré Africa Logistics to the MSC group in 2022, in February 2024 we sold the international freight forwarding and logistics business (Bolloré Logistics) to CMA CGM. Vivendi completed its merger with Lagardère, a global publisher and travel retailer, in November 2023. A plan to split the company into four entities, each of which would be listed on the stock exchange, is currently under review. These different transactions reflect the Bolloré Group's agility and its ability to seize new opportunities.

From an operational perspective, all Group activities posted strong results in 2023 with EBITA(1) of 994 million euros, down 6% at constant scope and exchange rates, impacted by the slowdown in oil logistics and the fall in UMG's contribution.

Bolloré Energy's adjusted operating income (EBITA)(2) was 44 million euros, compared with 141 million euros in 2022, which was a year of exceptional results driven by the outbreak of the war in Ukraine. 2023 was impacted by falling prices and falling volumes of petroleum prod- ucts, as well as negative impacts on inventories.

The results of the Communications segment, ­consisting of the activities of Vivendi, UMG and Lagardère(3), increased by 4% to 1,102 million euros, thanks to strong showings by Vivendi (Havas, Groupe Canal+ and an increased contribution from Lagardère, equity-accounted for eleven

months in 2023), despite the fall in the contribution made by UMG (negative impact of the introduction of the share-based compensation plan).

Lastly, the results of the Industry sector (Blue, Films and Systems) increased by 11 million euros compared with 2022, thanks to the improved profitability of Packaging and Dielectric films, and the results of the Systems business, driven by specialized terminals and Polyconseil.

Net income came out at 566 million euros in 2023. This figure is hard to compare with that of 2022 (2,724 million euros), which included the disposal of Bolloré Africa Logistics (3,150 mil- lion euros). Vivendi 2022 results had been impacted by the deconsolidation of Telecom Italia (-1,494 million euros) and the capital gain arising on the contribution of the stake in Banijay Group Holding to FL Entertainment (515 million euros).

After the sale of Bolloré Africa Logistics to the MSC group in 2022 and the sale of Bolloré Logistics to CMA CGM in early 2024, the Bolloré Group (excluding Vivendi) has a positive net cash position of more than 6 billion euros and strong liquidity (12 billion euros in cash and lines confirmed for Bolloré). This financial strength will allow the Bolloré Group, which celebrated its two hundredth anniversary last year, to continue on its path by investing calmly in its various business lines, and perhaps tomorrow in new sectors.

1. Of which contributions from operations consolidated by the equity method at Vivendi (UMG [94 million euros] and Lagardère [125 million euros]): +219 million euros and a contribution from operations consolidated by the equity method of UMG at Bolloré: +169 million euros.
2. Before corporate costs and Bolloré's trademark fees.
3. Since September 23, 2021, UMG has been accounted for as an operating company using the equity method. Lagardère was accounted for
   as an operating company using the equity method from July 1, 2021 to November 30, 2023 and has been fully consolidated since December 1, 2023.

2	Bolloré SE - 2024 Notice of meeting

Cyrille Bolloré

Chairman and Chief Executive Officer

"The Bolloré Group will continue on

its path by investing calmly in

its various business lines, and perhaps in the future, in new sectors."

2024 Notice of meeting - Bolloré SE

3

• METHODS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING

With 21 fully or jointly owned depots in France, Switzerland and Germany, Bolloré Energy is a major player in petroleum products storage with capacity of 1.2 million m3.

Oil product loading station, Strasbourg depot.

Methods of participating

in the General Shareholders' Meeting

PRIOR FORMALITIES FOR PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING

Any shareholder, regardless of the number of shares owned, may take part in the Combined General Meeting or be represented there under the conditions and in accordance with the procedures set by law and regulation. In accordance with article R. 22-10-28 of the French commercial code (Code de commerce), the right to participate in a General Shareholders' Meeting is subject to the registration of the shares in the name of the shareholder or intermediary registered on behalf of the shareholder, on the second business day preceding the General Meeting at midnight (Paris time), i.e. on Monday May 20, 2024 at midnight (Paris time):

• in the registered securities accounts kept for the company by its agent, Uptevia - Service Assemblées générales - 90-110, esplanade du Général de Gaulle
  - 92931 Paris-la Défense Cedex, for shareholders owning registered shares (pure registered shares being registered solely in the accounts kept by the company's agent, administered registered shares are also registered with a financial intermediary);
• or in the bearer securities accounts kept by an authorized intermediary, for shareholders owning bearer shares.

HOW TO TAKE PART IN GENERAL

SHAREHOLDERS' MEETING

1. You wish to personally attend the General Meeting

For shareholders wishing to personally attend the General Meeting, an admission card to the Meeting will be issued by post or electronically as follows:

1.1. Application for an admission card by post

• Holders of registered shares may apply for an admission card from Uptevia
  - Service Assemblées générales - 90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex, or present themselves on the day of the Meeting at the desk provided for this purpose with proof of ID.
• Holders of bearer shares ask the authorized intermediary managing their securities account to send a certificate of participation to Uptevia, which will send the shareholder an admission card. A certificate of participation is also issued to shareholders wishing to participate physically in Shareholders' Meeting and not having received their admission card on the second business day preceding the Shareholders' Meeting at midnight, Paris time.

The entry of securities in the bearer securities accounts held by the authorized intermediary is confirmed by a shareholding certificate issued by the latter, which thus proves its status as a shareholder. The certificate of participation issued by the authorized intermediary must be attached to the remote or proxy voting form sent by the authorized intermediary to Uptevia - Service Assemblées générales - 90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex. Only shareholders justifying this status on Monday May 20, 2024 at midnight (Paris time) may, under the conditions set out above, take part in the Combined General Meeting.

1.2. Application for an admission card via the Internet

• Registered shareholders (pure and administered) can access the Votaccess website, dedicated to the General Meeting, in their shareholder area at https://www.investor.uptevia.com.
  • Pure registered shareholders must log into their shareholder area with their usual access codes. Their login ID will be recalled on the postal voting form or on the electronic convening notice. Once logged in, they (i) click on the "Internet Voting" module, (ii) are automatically directed to the secure Votaccess platform, and (iii) are able to apply for an online admission card.

4	Bolloré SE - 2024 Notice of meeting

METHODS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING		1

• Administered registered shareholders must log into their shareholder area using the login ID recalled on the voting form or on the electronic convening notice. From the homepage of the site, they follow the instructions on the screen. Once logged in, they (i) click on the "Internet Voting" module, (ii) are automatically directed to the secure Votaccess platform, and (iii) are able to apply for an online admission card.

• Bearer shareholders are responsible for finding out whether or not their account-keeper institution is connected to the Votaccess website and, where applicable, the terms and conditions of use of the Votaccess website. If the shareholder's account-keeping institution is connected to the Votaccess website, shareholders log in to the website of their account-keeper institution using their regular access codes. They then follow the instructions on the screen to access the Votaccess site and request their admission card.

2. You do not want or cannot personally attend the Meeting

You can choose to:

• give a proxy to the Chairman of the Meeting

The Chairman will then vote in your name in favor of the adoption of draft resolutions submitted or approved by the Board of Directors and a vote against the adoption of all the other draft resolutions;

→ vote by mail

In which case, please complete the form in accordance with the instructions in the box "I am voting by mail";

→ give a proxy to any natural or legal person of your choice

2.1. Vote by proxy or mail with the printed form (postal)

The form for voting by mail or giving a proxy to the Chairman or a representative agent is available on the company's website. Shareholders wishing to vote remotely or to be represented by giving a proxy to the Chairman of the Meeting or to an agent may:

• for registered shareholders: return the unique remote or proxy voting form, which will be sent to them with the invitation to attend at the following address: Uptevia - Service Assemblées générales - 90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex;
• for bearer shareholders: request the unique remote or proxy voting form from the intermediary with which their shares are registered or by letter sent to Uptevia - Service Assemblées générales - 90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex.

To be honored, requests for forms must be received by Uptevia no later than six (6) days before the date of the General Shareholders' Meeting, i.e. Thursday May 16, 2024.

The unique remote voting form (unique form with form of proxy) duly filled out and signed (and, for bearer shareholders, accompanied by a certificate of participation) must be returned to Uptevia at the address provided above. Remote votes will be taken into account only where received at least three (3) days before the date of the General Shareholders' Meeting, i.e. Saturday May 18, 2024, at Uptevia (at the address provided above).

Pursuant to the provisions of article R. 225-79 of the French commercial code (Code de commerce), the revocation of a representative agent is carried out in the same manner as those required for its appointment. Consequently, the appointment or revocation of agents expressed in printed form must be received no later than three (3) days before the date of the General Shareholders' Meeting, i.e. Saturday May 18, 2024.

No proxy can be taken into account on the day of the Meeting.

2.2. Proxy and Internet voting

Shareholders may send their voting instructions and appoint or revoke a representative agent via the Internet before the Combined General Meeting, on the Votaccess website, dedicated to the General Meeting, under the conditions described below.

• Registered shareholders (pure and administered) can access the Votaccess website in their shareholder area at https://www.investor.uptevia.com.

• Pure registered shareholders must log into their shareholder area with their usual access codes. Their login ID will be recalled on the postal voting form or on the electronic convening notice.
• Administered registered shareholders must log into their shareholder area using the login ID recalled on the voting form or on the electronic convening notice. From the homepage of the site, they follow the instructions on the screen. After logging at https://www.investor.uptevia.com, registered shareholders follow the instructions provided on the screen to access the Votaccess website and vote, appoint or revoke an agent.

• Bearer shareholders are responsible for finding out whether or not their account-keeper institution is connected to the Votaccess website and, where applicable, the terms and conditions of use of the Votaccess website.

If the shareholder's account-keeping institution is connected to the Votaccess website, shareholders log in to the website of their account-keeper institution using their regular access codes. They then follow the instructions on the screen to access the Votaccess site and request their admission card.

Only bearer shareholders whose account-keeper has signed up to the Votaccess website will be able to vote (or appoint or revoke an agent) online.

If the shareholder's account keeper is not connected to the Votaccess website, it is specified that the notification of the appointment and revocation of a representative agent may nevertheless be carried out electronically, in accordance with the provisions of article R. 22-10-24 of the French commercial code (Code de commerce), by sending an e-mail to ct-mandataires- [e-mail].

This e-mail must be accompanied by a scanned copy of the proxy voting form specifying the last name, first name, address and bank details of the shareholder, as well as the last name, first name and address of the appointed or revoked representative agent, together with the certificate of participation issued by the authorized intermediary.

Shareholders must ask the financial intermediary managing their securities account to send written confirmation by post to Uptevia - Service Assemblées générales - 90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex, or by e-mail to [e-mail].

Only notices of appointment or revocation expressed electronically, duly completed and, where applicable, confirmed by the financial intermediary and received no later than the day before the General Meeting at 3 pm (Paris time) may be taken into account.

The Votaccess website for the Combined General Meeting on Wednesday May 22, 2024 will be open from Friday May 3, 2024.

The possibility of voting by post or giving a proxy to the Chairman via the Internet before the Combined General Meeting will end on the day before the General Meeting at 3 pm, Paris time.

To avoid any bottlenecks on the Votaccess website, shareholders are advised not to wait until the day before the General Meeting to enter their instructions.

3. If you wish to transfer the ownership of your securities after you have cast your vote, given a proxy or applied for an admission card

In accordance with the provisions of article R. 225-85 of the French commercial code (Code de commerce), shareholders who have already voted remotely, sent a proxy or requested their admission card or a certificate of participation may no longer choose another method of participation in the Meeting. Shareholders may nevertheless sell all or part of their shares. However, if the sale takes place before the second business day preceding the General Meeting at midnight, Paris time, the company shall invalidate or amend, as the case may be, the vote cast remotely, the proxy, the admission card or the certificate of participation. To that end, the authorized account- keeping intermediary shall notify the company or its agent of the disposal and send it the necessary information.

No disposal or other transaction carried out after the second day preceding the General Meeting at midnight, Paris time, regardless of the means used, shall be notified by the authorized intermediary or taken into consideration by the company, notwithstanding any agreement to the contrary.

2024 Notice of meeting - Bolloré SE

5

• METHODS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING

How to fill out your form?

STEP 1 / INDICATE YOUR PARTICIPATION METHOD

IF YOU WANT TO PERSONALLY ATTEND THE MEETING,

FILL IN BOX A OF THE FORM

IF YOU DO NOT WANT OR ARE UNABLE TO PERSONALLY ATTEND THE MEETING:

1.

2.

3.

Give a proxy to the Chairman of the Meeting

Vote by mail

Give a proxy to any natural or legal person of your choice

STEP 2 / RETURN YOUR FORM

FOR REGISTERED SHAREHOLDERS:

The form returned using the enclosed envelope must be received no later than Saturday May 18, 2024 at Uptevia - Service Assemblées générales -

90-110, esplanade du Général de Gaulle - 92931 Paris-la Défense Cedex.

FOR BEARER SHAREHOLDERS:

The form is to be sent to your authorized intermediary, which must send your application for an admission card

or voting form to Uptevia no later than Saturday May 18, 2024.

Whatever your situation, do not send your voting form directly to Bolloré SE.

6	Bolloré SE - 2024 Notice of meeting

METHODS OF PARTICIPATING IN THE GENERAL SHAREHOLDERS' MEETING		1

Important : Avant d'exercer votre choix, veuillez prendre connaissance des instructions situées au verso - Important : Before selecting please refer to instructions on reverse side

Quelle que soit l'option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire - Whichever option is used, shade box(es) like this , date and sign at the bottom of the form

JE DÉSIRE ASSISTER À CETTE ASSEMBLÉE et demande une carte d'admission : dater et signer au bas du formulaire / I WISH TO ATTEND THE SHAREHOLDER'S MEETING andrequestan admission card: date andsign atthe bottom of the form

BOLLORE SE

Société euroéenne au capital de 456 347 970,56 Euros Siège social: ODET - 29500 Ergue-Gaberic

055 804 124 R.C.S Quimper

ASSEMBLEE GENERALE MIXTE

du 22 mai 2024 à 9 heures 30

COMBINED GENERAL MEETING

on May 22, 2024 at 9.30 a.m.

CADRE RÉSERVÉ À LA SOCIÉTÉ - FOR COMPANY'S USE ONLY

Identifiant - Account	Vote simple
	Nominatif	Single vote
	[ Vote double
	Registered
Nombre d'actions	[ Porteur
Number of shares	Double vote

Bearer

Nombre de voix - Number of voting rights

JE VOTE PAR CORRESPONDANCE / I VOTE BY POST			Sur les projets de
Cf. au verso (2) - See reverse (2)								résolutions non agréés, je
							vote en noircissant la case
										correspondant à mon choix.
Je vote OUI à tous les projets de résolutions présentés ou agréés par le Conseil d'Administration
On the draft resolutions not
ou le Directoire ou la Gérance, à l'EXCEPTION de ceux que je signale en noircissant comme ceci
approved, I cast my vote by
l'une des cases "Non" ou "Abstention". / I vote YES all the draft resolutions approved by the Board	shading the box of my
of Directors, EXCEPT those indicated by a shaded box, like this , for which I vote No or I abstain.	choice.
1	2	3	4	5	6	7	8	9	10	A	B
Non / No										Oui / Yes
Abs.										Non / No
11	12	13	14	15	16	17	18	19	20	Abs.
C	D
Non / No										Oui / Yes
Abs.										Non / No
										Abs.
21	22	23	24	25	26	27	28	29	30	E	F
Non / No										Oui / Yes
Abs.										Non / No
31	32	33	34	35	36	37	38	39	40	Abs.
G	H
Non / No										Oui / Yes
Abs.										Non / No
41	42	43	44	45	46	47	48	49	50	Abs.
J	K
Non / No										Oui / Yes
Abs.										Non / No
										Abs.

Si des amendements ou des résolutions nouvelles étaient présentés en assemblée, je vote NON sauf si je signale un autre choix en noircissant la case correspondante :

In case amendments or new resolutions are proposed during the meeting, I vote NO unless I indicate another choice by shading the corresponding box:

• Je donne pouvoir au Président de l'assemblée générale. / I appoint the Chairman of the general meeting………………………………………….………......

- Je m'abstiens. / I abstain from voting .....................................................................................................................................................................................

• Je donne procuration [cf. au verso renvoi (4)] à M., Mme ou Mlle, Raison Sociale pour voter en mon nom
  I appoint [see reverse (4)] Mr, Mrs or Miss, Corporate Name to vote on my behalf....................................................................................................................................................................................................................

Pour être pris en considération, tout formulaire doit parvenir au plus tard :

To be considered, this completed form must be returned no later than:

	sur 1ère convocation/ on1st notification	sur 2ème convocation / on 2nd notification
à la banque / to the bank	18 mai 2024 / May 18th 2024

• la société / to the company

JE DONNE POUVOIR AU PRÉSIDENT	JE DONNE POUVOIR À : Cf. au verso (4)
DE L'ASSEMBLÉE GÉNÉRALE	pour me représenter à l'Assemblée
Cf. au verso (3)	I HEREBY APPOINT: See reverse (4)
I HEREBY GIVE MY PROXY TO THE	to represent me at the above mentioned Meeting
M. Mme ou Mlle, Raison Sociale / Mr, Mrs or Miss, Corporate Name
CHAIRMAN OF THE GENERAL
MEETING	Adresse / Address
See reverse (3)

ATTENTION: Pour les titres au porteur, les présentes instructions doivent être transmises à votre banque.

CAUTION: As for bearer shares, the present instructions will be valid only if they are directly returned to your bank.

Nom, prénom, adresse de l'actionnaire (les modifications de ces informations doivent être adressées à l'établissement concerné

et ne peuvent être effectuées à l'aide de ce formulaire). Cf au verso (1)

Surname, first name, address of the shareholder (Changes regarding this information have to be notified to relevant institution,

no changes can be made using this proxy form). See reverse (1)

Date & Signature

• Si le formulaire est renvoyé daté et signé mais qu'aucun choix n'est coché (carte d'admission / vote par correspondance / pouvoir au président / pouvoir à mandataire), cela vaut automatiquement pouvoir au Président de l'assemblée générale »
  'If the form is returned dated and signed but no choice is checked (admission card / postal vote / power of attorney to the President / power of attorney to a representative), this automatically applies as a proxy to the Chairman of the General Meeting'

2024 Notice of meeting - Bolloré SE

7

• SUMMARY

Thomas Cailley's The Animal Kingdom, which opened the 2023 Cannes Festival.

It won five awards at the 49th Césars ceremony in 2024, including for best costume design.

Summary

Breakdown of 2023 revenue
by geographic area
(in millions of euros)
52%		24%
	Europe
France		3,256
and overseas
departments,
regions
and local	TOTAL	13%
authorities
7,126	13,679	America
		1,741
7%		4%
Afriqua		Asia, Oceania

990

566

Breakdown of 2023 revenue
by business
(in millions of euros)
77%
Communications
(Vivendi)
10,506	20%
TOTAL	Oil
logistics
13,679	2,788
1%
Others	2%
(holding companies,
agricultural assets)	Industry
71	314

Breakdown of workforce by business

(at December 31, 2023)

95%
Communications
72,958
TOTAL	3%
Industry
76,206	1,961
1%	1%
Oil
Others	logistics
499	788

More than

76,000 91

employees	countries
	across 5 continents

14	1
billion euros		billion euros
in revenue		in adjusted EBITA
in 2023		in 2023

36

billion euros in equity at the end of 2023

8	Bolloré SE - 2024 Notice of meeting