Neoen : 23.04.2024 – Statutory auditors’ report on share capital increase reserved for members of savings plan (resolution no. 24)

NEOEN

Société anonyme

22 rue Bayard

75008 Paris, France

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Statutory Auditors' report on the issue of ordinary shares and/or miscellaneous marketable securities of the company reserved for members of a company savings plan

Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 24

NEOEN

Société anonyme

22 rue Bayard

75008 Paris, France

_______________________________

Statutory Auditors' report on the issue of ordinary shares and/or miscellaneous marketable securities of the company reserved for members of a company savings plan

Combined Shareholders' Meeting of May 14, 2024 - Resolution no. 24

_______________________________

This is a translation into English of the statutory auditors' report issued in French and it is provided solely for the

convenience of English-speaking users. 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. of the French Commercial Code (Code de commerce), we hereby present our report on the proposed delegation of authority to the Board of Directors to decide the issue of ordinary shares of the company and/or securities granting access, immediately or in the future, to the company's share capital, with cancellation of preferential subscription rights, reserved for members of company saving plans pursuant to Articles L. 3332-18et seq. of the French Labor Code (Code du travail) or any equivalent law or regulation that allows a share capital increase to be reserved under equivalent conditions, set up within a French or non-French company or group of companies included in the consolidation or combination scope of the company's financial statements in accordance with Article L. 3344-1 of the French Labor Code, a transaction on which you are asked to vote.

The maximum par value amount of share capital increases that may be performed, immediately or in the future under this delegation, is set at 2% of the share capital as of the date of the Board of Directors' decision. It is specified

that this amount shall be deducted from the overall limit set in the 25th resolution presented to this Shareholders' Meeting or, where applicable, the overall limit that may be set in a resolution of the same type that may supersede this resolution during the validity of this delegation.

This issue is subject to your approval in accordance with the provisions of Articles L. 225-129-6 and L. 3332-18et seq. of the French Labor Code.

Based on its report, the Board of Directors asks that you delegate to it, for a period of 26 months, the authority to decide an issue and cancel your preferential subscription rights to the marketable securities to be issued. When appropriate, it will set the final issue terms and conditions of this transaction.

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 the issue, 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 the proposed issue, we have no comments on the

process for determining the issue price of the future securities presented in the Board of Directors' report.

As the final terms and conditions of the issue have not been determined, we do not express an opinion thereon and, as such, on the proposed cancellation of preferential subscription rights.

2 l NEOEN l Statutory Auditors' report on the issue of ordinary shares and/or miscellaneous marketable securities of the company reserved for

members of a company savings plan l Combined Shareholders' Meeting of May 14, 2024 - 24th resolution

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.

Paris-La Défense and Paris, April 23, 2024

The Statutory Auditors

RSM Paris

Deloitte & Associés

/DSS2/

/DSS1/

Jean-Charles BOUCHER

Benoit PIMONT

3 l NEOEN l Statutory Auditors' report on the issue of ordinary shares and/or miscellaneous marketable securities of the company reserved for

members of a company savings plan l Combined Shareholders' Meeting of May 14, 2024 - 24th resolution