SAFT : Avis de Réunion – BALO

Convening_notice_AGE_2016 SAFT GROUPE S.A.

A French joint-stock corporation with a Management Board and a Supervisory Board Share capital: € 26 501 372 Registered office: 12, rue Sadi Carnot, 93170 Bagnolet, France Registered with the Bobigny Companies Registry n° 481 480 465

This is a free translation into English of the Convening brochure issued in French language and is provided solely for the convenience of English speaking readers. In case of discrepancy the French version prevails.

CONVENING NOTICE

Shareholders are hereby invited to attend the Extraordinary Shareholders 'Meeting of Saft Groupe S.A. to be held on March 7, 2016 at its registered office - 12, rue Sadi Carnot, 93 170 Bagnolet, France, at 9:00 a.m. The agenda of the meeting is as follows:

• Authorisation to be given to the Management Board to make free allotments of preference shares of the Company to eligible employees and/or officers of the Company and those of the affiliated companies, pursuant to Articles L. 225-197-1 et seq. of the French Commercial Code;

  
  

• Creation of preference shares convertible into ordinary shares subject to the realisation of the performance conditions and the correlative amendment of the Company's Bylaws.

Draft resolutions submitted to the Extraordinary Shareholders Meeting

First resolution - Authorisation to be given to the Management Board to make free allotments of the Company's preference shares to eligible employees and/or officers of the Company and those of the affiliated companies, pursuant to Articles

L. 225-197-1 et seq. of the French Commercial Code

The General Meeting, deciding in the quorum and majority conditions required for extraordinary general meetings, after having taken cognisance of the Management Board's report and of the special report of the Statutory Auditors, in accordance with Articles L. 225-197-1 et seq. of the Commercial Code and subject to the approval of the second resolution by this General Meeting:

1. authorises the Management Board to make - in the conditions defined by law, on one or more occasions and in the conditions it will determine - free allotments of preference shares to eligible employees and/or officers of the Company and/or those of the companies or groupings that are affiliated to it as defined in Article L. 225-197-2 of the Commercial Code;

2. decides that the preference shares can be converted into ordinary shares in the conditions and on the dates indicated by the Company's bylaws and by the rules contained in the plan for the free allotment of preference shares that will be decided by the Management Board;

3. decides that the total number of the preference shares allotted free of charge pursuant to this resolution cannot exceed 4,700 preference shares and that the total number of ordinary shares that can be created in the event of the conversion of the preference shares cannot exceed 470,000 ordinary shares (representing, indicatively, approximately 1.77% of the Company's share capital on the basis of share capital comprised of 26,501,372 ordinary shares on 20 January 2016), without including the number of shares to be issued, if any, for the adjustments made in order to preserve the rights of the beneficiaries of the free allotments of preference shares;

4. decides that the total number of the preference shares allotted to the Company's officers cannot represent more than 30% of the amount of the preference shares allotted;

5. takes formal note that the Supervisory Board must determine, for the Company's officers, the number of ordinary shares resulting from the conversion of the preference shares that it will be required to keep in registered form until the end of their terms of office;

6. decides that:

   • the acquisition period of the preference shares allotted free of charge shall be of a duration of two (2) years and the holding period of the preference shares definitively allotted shall be one (1) year, i.e. a period of a total duration of three

     (3) years at the end of which the conversion ratio of the preference shares into ordinary shares, determined based on four performance criteria, shall be permanently known by the Company and the beneficiaries;

   • the Management Board shall nevertheless have full power to adjust the duration of each of these two periods for those beneficiaries having their tax domicile outside France in order to comply with local laws and regulations, in particular, local

     tax laws and regulations, applicable to the allotment, being stated that in any case all the beneficiaries will be subject to the same conditions of attendance in the Company and performance which will be considered on a 3-year period;

7. decides that the definitive acquisition of the preference shares upon the expiry of the acquisition period of two (2) years shall be conditional on the beneficiary being a Saft Groupe employee at the time; by exception, the preference shares shall be definitively allotted prior to the expiry of the acquisition period and shall be immediately assignable (i) in the event of the invalidity of the beneficiary corresponding to the classification in the second or third of the classes mentioned in Article L. 341-4 of the French Social Security Code [Code de la sécurité sociale] and (ii) in the event of the beneficiary's death, at the request of the latter's heirs within six months of the death;

8. takes formal note, if necessary, that this authorisation automatically entails in favour of the beneficiaries of the allotments of preference shares a waiver by the shareholders of their preferential right to subscribe to the preference shares freely allotted on the basis of this authorisation and to the ordinary shares, if any, issued at the time of the conversion of said preference shares;

9. grants full power to the Management Board, with the right to delegate in the conditions defined by law, to implement this authorisation, and, in particular to:

   • define the conditions for the allotment of the preference shares in rules that will govern the free allotment of preference shares, including any attendance conditions;

   • determine the dates of the allotments of the preference shares; the Management Board undertakes to consult the Supervisory Board beforehand;

   • determine the identity of the beneficiaries and the number of preference shares allotted to each of them;

   • provide for the right to temporarily suspend the allotment rights;

   • formally note the final allotment dates and the dates as of which the preference shares can be freely assigned;

   • determine the impacts on the rights of the beneficiaries of the transactions modifying the share capital or likely to affect the value of the preference shares allotted, made during the acquisition and holding periods and, accordingly, make the necessary adjustments of the number of preference shares allotted in order to preserve the rights of the beneficiaries. The preference shares allotted pursuant to these adjustments shall be deemed to have been allotted on the same day as the initially allotted preference shares;

   • formally note the existence of sufficient reserves, and, at the time of each allotment, transfer to an unavailable reserves account, amounts necessary to the paying-up of the preference shares to be allotted;

   • decide, at the appropriate time, to make one or more increases to the share capital via the incorporation of reserves, profits, premiums or other amounts that can be capitalised, correlative to the issuance of the new, definitively and freely allotted preference shares, to correlatively amend the Company's bylaws and perform all necessary actions and formalities;

   • determine if all or some of the ordinary shares resulting from the conversion of the preference shares are existing shares or shares to be issued;

   • in the event of the issuance of new ordinary shares, charge - if applicable, to reserves, profits, premiums or other amounts that can be capitalised - the amounts necessary to the paying-up of said ordinary shares, formally note the making of the share capital increase(s) carried out pursuant to this authorisation, correlatively amend the Company's bylaws and, in general, perform all necessary actions and formalities;

   • in the event of the handing over of existing ordinary shares, make the acquisitions of ordinary shares as defined in Article

     L. 225-208 of the Commercial Code and/or as part of a share buyback program implemented in the conditions defined by Article L. 225-209 of the Commercial Code;

   • if applicable, take all useful measures to ensure that the beneficiaries comply with the required holding obligation;

   • and, more generally, do everything that the application of this authorisation will require pursuant to laws in force;

10. takes formal note that the Management Board shall inform the General Meeting each year of the allotments made pursuant to this resolution in accordance with Article L. 225-197-4 of the Commercial Code;

• decides that this authorisation is granted for a periods of eighteen (18) months of this General Meeting.

  
  

  Second resolution Creation of preference shares convertible into ordinary shares subject to the realisation of the performance conditions and the correlative amendment of the Company's bylaws

  The General Meeting, deciding in the quorum and majority conditions required for extraordinary general meetings, having taken cognisance of the Management Board's report, the special report of the Statutory Auditors and the report of the Special Advantages Auditor, subject to the approval of the first resolution by this General Meeting:

• decides, subject to the Management Board's implementation of the authorisation that is granted to it by this General Meeting in accordance with the first resolution, to make a free allotment of preference shares to eligible employees and/or officers of the Company and/or those of the companies or groupings associated with it as defined in Article L. 225-197-2 of the Commercial Code and create a new class of shares, namely, preference shares governed by Articles L. 228-11 et seq. of the Commercial Code, the characteristics and the conditions of which and the conditions for conversion into ordinary shares are presented below;

• decides that the preference shares shall have a nominal value equal to that of the Company's ordinary shares, i.e. a unit nominal value of 1 euro, and that they will not be admitted for trading on the Euronext Paris regulated market;

• decides that the issuance of preference shares can only be decided as part of a free allotment of shares to eligible employees and/or officers of the Company and/or those of the companies or groupings that are associated with it as defined in Article L. 225-197-2 of the Commercial Code;

• takes formal note, if necessary, that the issuance of the preference shares as part of a free allotment of shares made in accordance with the provisions of Articles L. 225-197-1 et seq. of the Commercial Code shall automatically entail, in favour of the beneficiaries of the allotments of preference shares, a waiver by the shareholders of their preferential right to subscribe to the freely allotted preference shares and to the ordinary shares, if any, issued at the time of the conversion of said preference shares;

• decides to amend Articles 7, 10, 13, 14 and 21 of the Company's bylaws as follows and, if applicable, to correlatively modify all of the references to the articles amended in the bylaws:

• decides to amend Article 7, "Share capital" as follows:

  
  

  Former wording	New wording
  The share capital is set at 26,501,372 euros. It is comprised of 26,501,372 shares of 1 euro nominal value and of the same class.	The share capital is set at [amount in numbers] euros. It is comprised of [number in figures], including:

  • [number] ordinary shares of a nominal value of 1 euro, and

  • [number in figures] preference shares of a nominal value of 1 euro.

  
  

• decides to amend Article 10 "Form of shares" as follows:

  
  

  Former wording	New wording
  1 - The fully paid-up shares are registered or bearer,	1 - The ordinary shares are registered or bearer, whichever
  whichever the shareholder chooses.	the shareholder chooses. The preference shares are
  registered.
  2 - Except in the case of an account entry in the name of an
  intermediary in the conditions defined by laws and	(Unchanged)
  regulations, ownership of the shares results from their
  entry in the name of their holder(s), either on the records
  kept by the Company, or by a representative of the latter,
  in the case of registered shares, or on the records kept by
  an authorised financial intermediary in the case of bearer
  shares.
  3 - In order to identify the holders of bearer shares, the
  Company can ask the central depository responsible for the
  custody of its securities for the information referred to in
  Article L. 228-2 of the Commercial Code. Accordingly, the	(Unchanged)
  Company is entitled to ask at any time, in exchange for the
  remuneration to be paid by it, for the name and year of
  birth or, in the case of a legal entity, the company name
  and the year of incorporation, and the nationality and
  address of the shareholders granting, whether immediately
  or in future, the right to vote at its general meetings, as
  well as the number of shares held by each of them and, if
  applicable, the restrictions, if any, concerning the shares.
  4 - The Company, given the list sent by the central
  depository, is entitled to ask, in the same conditions, either
  through this central depository, or directly to the persons
  included on this list and with respect to which the Company

  believes that they could be registered on behalf of third parties, the same information concerning the owners of the shares. These persons are required, if they are an intermediary, to disclose the identity of the owners of these shares. The information is supplied directly to the authorised custodian financial intermediary, and the latter must communicate it, as the case may be, to the company or to the central depository.

  
  

• - As regards registered shares giving access, whether immediately or in future, to the share capital, the intermediary registered on behalf of an owner not having its domicile on French territory is required to disclose the identity of the owners of these shares as well as the number of shares held by each of them, if requested by the Company or its representative, who can be presented at any time.

  
  

• - As long as the company believes that certain shareholders whose identity has been communicated to it are shareholders on behalf of third-party owners of the shares it is entitled to ask these shareholders to disclose the identity of the owners of these shares. Following this request, the Company can ask any legal entity owning its shares and possessing interests in excess of 2.5% of the share capital or voting rights to inform it of the identity of the persons holding, whether directly or indirectly, more than one-third of the share capital or voting rights of the legal entity that owns the Company's shares.

  
  

• - In the event of a violation of the above-mentioned obligations, the shares or securities giving access, whether immediately or in future, to the share capital and for which these obligations have not been complied with shall be devoid of voting rights for any general meeting, which is held up to the date on which the identification information is provided, and the payment of the corresponding dividend shall be deferred until this date.

  
  

• - In addition, in the event that the registered person knowingly breaches these obligations, the court in the legal district in which the Company has its registered office can, if requested by the company or one or more shareholders holding at least 5% of the share capital, strip, for a total period not exceeding five years, all or some of the voting rights attached to the shares having been the subject of a request for information from the Company and, if applicable, for the same period, the right to the payment of the corresponding dividend.

  
  

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• decides to amend Article 13 "Indivisibility of shares - Beneficial ownership" as follows:

Former wording	New wording
- The shares are indivisible vis-à-vis the Company. - The co-owners of jointly-owned shares are represented at the general meetings by one of them or by a common	1 - The shares are indivisible vis-à-vis the Company. The preference shares cannot be stripped in accordance with an agreement.