NOTICE of MEETING to the GENERAL SHAREHOLDERS’ MEETING HELD on MAY 11, 2011 at 10:30 (On First Notice)

Shareholders’ meeting – May 11, 2011

NOTICE OF MEETING TO THE GENERAL SHAREHOLDERS’ MEETING HELD ON MAY 11, 2011 at 10:30 (on first notice)

Maison de l’Amérique Latine 217, Boulevard Saint-Germain 75007 PARIS

Shareholders’ meeting – May 11, 2011

Table of contents

* Agenda of the shareholders’ meeting 3

* Summary of the operations of the ERAMET Group during 2010 5

* Financial results over the past five financial years 13

* Explanations on draft resolutions 14

* Draft resolutions 17

* Composition of the Board of Directors 38

* Information on proposed new Directors 44

* How to participate 46

* Request form for documents 49

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AGENDA

Within the ambit of the ordinary general shareholders’ meeting

¾ Report from the Board of Directors on the financial year 2010. Report from the Chairman of the Board on the work of the Board of Directors and internal control procedures. Report from the statutory auditors on the annual financial statements. Report from the statutory auditors on the consolidated financial statements. Report from the statutory auditors established pursuant to Article L 225-235 of the French Commercial Code on the report from the Chairman of the Board of Directors. Approval of annual and consolidated financial statements for the financial year ended December 31, 2010.

¾ Special report from the statutory auditors on related-party (“regulated”) agreements and commitments. Approval of provisions set out therein.

¾ Appropriation of earnings – Setting the dividends.

¾ Non-renewal of the term of office of Directors – Appointment of new Directors

¾ Ratification of the co-opting of Directors

¾ Renewal of the term of office of Directors

¾ Authorisation to trade in the Company’s shares.

¾ Authorisation to trade in the Company’s shares during public offers.

Within the ambit of the extraordinary general shareholders’ meeting

¾ Authorisation to reduce the capital by cancelling shares

¾ Delegation of authority granted to the Board of Directors in order to increase the share capital by issuing ordinary shares or any securities giving access to the capital with the shareholders’ preferential subscription right being maintained

¾ Delegation of authority granted to the Board of Directors in order to incorporate reserves, profits, premiums or other reserves that may be capitalised

¾ Delegation of authority granted to the Board of Directors in order to increase the share capital by issuing shares or all securities giving access to the share capital as consideration for contributions in kind relating to capital stock or securities giving access to the share capital with the shareholders’ preferential subscription right being cancelled

¾ Limitation of the amount of issues

¾ Entitlement to use the authorisations during a public offer period

¾ Delegation of authority granted to the Board of Directors for a capital increase reserved for employees

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¾ Modifications to the Articles of Association – Article 10 – Bonds

¾ Modifications to the Articles of Association – Article 11 – Board of Directors

¾ Modifications to the Articles of Association – Article 21 – Rules common to General Shareholders’ Meetings

¾ Powers.

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SUMMARY OF THE OPERATIONS OF THE ERAMET GROUP DURING 2010

• Sharp improvement in 2010 results ¾ Current operating income: 739 M€ ¾ Net income, Group share: 328 M€ • Favourable outlook for early 2011, nevertheless with high volatility • Proposed dividend €3.50 /share, up 94% • Growth stepped up: industrial capital expenditure to be doubled in 2011 to over 600 M€

ERAMET’s Board of Directors, meeting on February 16th, 2011 under the chairmanship of Patrick BUFFET, prepared the financial statements for 2010, which will be submitted to shareholders at their General Meeting on May 11th, 2011.

Patrick BUFFET, ERAMET Chairman & Chief Executive Officer, stated, “The sharp improvement in ERAMET’s results in 2010 reflects not only the Group’s resilience and ability to bounce back, but also its great responsiveness, stemming from its targeted positioning on attractive sectors. ERAMET benefits from emerging countries’ growth on one hand through price rises for our metals and on the other hand through the development of our sales.

Our specialised, integrated model and our technological skills throughout the value chain (mining, upscale metallurgy, recycling,…) help drive our developments in new metals with high growth potential that the European Union and France often view as strategic.

The ERAMET Group is aiming to almost double its industrial capital expenditure in 2011 to more than €600 million and has all the financial and technological resources needed to reach its long term objectives. The Group’s strategic project will mean faster growth in the coming years and substantial value creation, for the benefit of all its stakeholders, particularly its local partners.”

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• Sharp rise in turnover and income

(€ millions) H1 2010 H2 2010 2010 2009

Turnover 1 788 1 788 3 576 2 689 Current operating income (loss) 341 398 739 (163) Net income (loss), Group share 175 153 328 (265) Net income (loss), Group share (€/share) 6.65 5.78 12.43 (10.16) Operating cash flow 288 439 727 112 Net cash 1 062 1 295 1 295 946

Turnover (€ millions) Q1 2010 Q2 2010 Q3 2010 Q4 2010 2010 2009 Change

Group 789 999 819 969 3 576 2 689 33% Manganese 409 523 437 489 1 858 1 289 44% Nickel 201 282 208 274 965 655 47% Alloys 182 196 176 210 764 750 2%

The global economy grew significantly in 2010 after a year of crisis in 2009. Economies in major developed geographic zones contributed to that upturn without, however, regaining their pre-crisis business levels, unlike the main emerging countries, which continued their growth. In that more positive environment, the Group’s markets also benefited from the end of the inventory reduction movement that had weighed on their activity in 2009.

The ERAMET Group’s turnover grew 33% in 2010 compared with 2009 to 3,576 M€. Its growth remained firm in the 4th quarter of 2010 (+28% compared with the 4th quarter 2009).

The Group’s current operating income rose sharply in 2010 to 739 M€, after a 2009 affected by the global crisis. This improvement reflects, in particular, a significant increase in sales prices, the upturn in volumes and continued productivity efforts. The Group’s current operating margin was 21% in 2010. In the 2nd half of 2010, its current operating income increased 17% from the 1st half 2010 to 398 M€, with a current operating margin of 22%.

The Group’s share of net income recovered strongly in 2010 at 328 M€, i.e. €12.43/share, compared with a 265 M€ loss in 2009.

• Further strengthening of financial resources in late 2010 and sound profitability make an ambitious growth project possible

The ERAMET Group’s consolidated net cash improved further, totalling 1,295 M€ at the end of 2010, despite a 14% rise in industrial capital expenditure in 2010 to 326 M€ and a 121 M€

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cash dividend payout, including dividends paid to minority shareholders of Société Le Nickel (SLN) and COMILOG.

Moreover, the 600 M€ syndicated loan available to the ERAMET Group, which fell due in 2012, was renegotiated in 2010 and was raised to 800 M€, falling due in 2016.

• A €3.50 / share dividend proposed

The ERAMET Group’s Board of Directors will propose to Shareholders at the General Meeting of May 11th, 2011 a cash dividend of € 3.50 per share, reflecting the good results for 2010 and the favourable outlook for 2011.

• Stronger, modernised partnerships with New Caledonia and Gabon

In 2010, the ERAMET Group continued with its long-term partners to implement modernised governance mechanisms, which were introduced in 2008 at COMILOG, and in 2009 at SLN. This approach helped to involve the Gabonese Republic and the New Caledonian Provinces more closely in COMILOG and SLN, respectively.

In July 2010, ERAMET and Société Territoriale Calédonienne de Participation Industrielle (STCPI), which holds a 34% share in SLN and a 4.1% share in ERAMET, also decided to extend the SLN shareholders’ agreement, which was created in 2000 and due for renewal in 2010, in order to make the necessary adaptations for its long-term renewal by the end of 2011. In that respect, the boards of ERAMET and SLN have approved two new long-term agreements, on one hand for technical assistance and on the other hand for marketing, between ERAMET and SLN (regulated agreements procedure).

Moreover, in October 2010 ERAMET and the Gabonese Republic strengthened their long- term partnership in COMILOG through an agreement for ERAMET to transfer additional interests of up to 10% of COMILOG’s capital to the Gabonese Republic in several stages by 2015. The Gabonese Republic’s shareholding would thus total 35.4% of COMILOG’s capital. The first stage covers the transfer of 3.54% of COMILOG’s capital in 2010-2011, of which 2.17% was completed in 2010.

• ERAMET Manganese: sharp increase in activity and current operating income

Thanks to the substantial increase in sales prices and volumes of manganese ore and alloys, the Manganese division’s turnover rose 44% in 2010 compared with 2009, to 1,858 M€.

Current operating income totalled 548 M€.

Global production of carbon steels, the main market for manganese, rose 16% in 2010 compared with 2009 to 1.4 billion tons, significantly above 2008 levels. China grew 11%, despite the restrictions set by the Chinese Government in the last months of the year. Steel production outside China increased 22%, without however regaining 2008 levels.

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In response to the upturn in demand, ERAMET Manganese was quick to increase its manganese ore and alloys outputs in 2010, which returned to 2008 levels.

Shipments of the Manganese Division’s manganese alloys rose 7% in 2010 compared with the previous year. External shipments of manganese ore and sinter increased 31% over the same period.

CIF China spot prices (source: CRU) for manganese ore grew 38% in 2010 to average 7.3 USD / dmtu, ending the year around 6 USD/dmtu.

Spot prices for manganese alloys (source: CRU) grew by 32% on average in 2010 compared with 2009.

• ERAMET Nickel: significant improvement in current operating income to 194 M€

Thanks to the sharp rise in nickel prices, ERAMET Nickel’s turnover increased 47% in 2010 compared with 2009, totalling 965 M€.

Current operating income for 2010 amounted to 194 M€.

Global production of stainless steel, the main market for nickel, grew 21% in 2010 compared with 2009 to set a new record, higher than 2007. It grew 20% in China and 22% in the rest of the world.

The world nickel market showed a slight supply shortfall, buoying up LME nickel prices, which grew 48% from the very low levels in 2009 to average 9.89 USD/lb. Towards the end of the year, LME nickel prices exceeded the 11 USD/lb. mark.

Metallurgical output at the Doniambo plant totalled 53,700 tons in 2010.

As at the end of 2010, the SLN competitiveness improvement plan is in line with the goal set in late 2009. The aim is to reduce the cash cost by 1 USD per pound of nickel by 2012 compared with 2008, at constant economic conditions. 50% of the 2012 target was already achieved by year-end 2010.

• ERAMET Alloys: current operating income 29 M€ for 2010, of which 24 M€ in the 2nd half

The Alloys Division’s 2010 turnover, at 764 M€, increased slightly from 2009. The upturn intensified in the 4th quarter of 2010 with a 21% rise in the Division’s turnover compared with the same period in 2009. The tooling sector recovered from the very low activity of 2009 without regaining pre-crisis levels, while aerospace-related orders increased significantly.

ERAMET Alloys continued to implement the programmes intended to improve its profitability on a lasting basis, such as reducing fixed cots, particularly by restructuring certain sites, controlling working capital and refocusing growth on higher value-added sectors.

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Moreover, ERAMET Alloys signed several major long-term contracts in the aerospace and energy sectors in 2010.

The Alloys Division’s current operating performance recovered substantially from a 49 M€ loss in 2009 to current operating income of 29 M€ in 2010, of which 24 M€ was recorded in the 2nd half of the year alone.

• Favourable outlook for early 2011 but with high volatility

Growth trends for global demand in high-performance alloys and steel-consuming sectors are healthy.

ERAMET Manganese

Global steel production continues to grow, driven by firm demand in emerging countries, as well as lower steel inventories. This growth in demand should lead to the gradual adjustment of alloys and ore inventories in China. ERAMET Manganese is aiming for higher ore and sinter production in 2011 at 3.6 million tons, in line with COMILOG’s ramp-up to its production goal of 4 million tons in 2012.

ERAMET Nickel

LME nickel prices have continued to rise since the beginning of the year, reaching almost 13 USD/lb recently, in a context where nickel supply lags behind demand, particularly because of the delays observed in new project starts.

ERAMET Nickel is aiming for nickel production of around 57,000 tons in 2011 and continues to implement its SLN sustainable development project, with an initial production goal of 60,000 tons in 2012, preparing for the ramp-up to 65,000 tons planned by 2014. Moreover, 7,600 tons of nickel has been hedged for 2011 with a 20,400 USD/t floor, net of premiums, and a price rise sensitivity of 90% of the estimated billing.

ERAMET Alloys

Trends remain healthy on the aerospace and tooling markets, leading to further improvement in Eramet Alloys’ activity and performance.

ERAMET Group

In that context, the outlook is favourable for early 2011 with, nevertheless, high volatility.

• Continuation of productivity and continuous improvement programmes throughout the Group

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The Group will continue to roll out its competitiveness improvement programmes. It has achieved 173 M€ in lasting savings in two years and continues to implement structural competiveness improvement programmes on several sites, particularly at SLN in New Caledonia, at ERASTEEL in Sweden and in manganese chemicals in Belgium.

• Faster pace of development for the Group with industrial capital expenditure to almost double to more than 600 M€

The ERAMET Group has completed more than €2 billion in industrial capital expenditure in the past seven years. It plans to virtually double its industrial capital expenditure in 2011 compared with 2010 to more than 600 M€ in order to continue implementing its organic growth programmes and prepare for its major transformative projects.

• Several new industrial entities will come on stream in the Group by the end of 2011

- In China, the new manganese alloys plant in Guilin will replace the current site and eventually produce 165,000 tons of manganese alloys, of which 60,000 tons of refined alloys, bolstering ERAMET Manganese’s global leadership in this segment - In France, ERAMET Alloys will benefit from the start-up of several strategic capital projects: new titanium forging facilities (UKAD joint venture), the vacuum furnace for high- performance superalloys and steels and the new 3,000-ton press in Issoire for aluminium forging - Also in France, recycling capacity is being extended at Valdi, a company acquired in 2010 - In Sweden, the new powder atomising tower that will enable ERASTEEL to extend its activities into new alloys and consolidate the Group’s technical leadership in this area.

• The Group is making progress in studies on major transformative projects and developments into new metals with high growth potential

- Nickel: Weda Bay Nickel in Indonesia The Group, with its partners Mitsubishi Corporation and Antam, continues to study the bankable feasibility of this project for annual nickel output of 65,000 tons, under a two-stage framework (first phase corresponding to 35,000 tons of nickel produced per year). Mining resources were again revised significantly upwards. The Group has obtained insurance from MIGA, an organisation connected to the World Bank, covering some of the expenditure for the project, which it continues to study under the best sustainable development standards. The final investment decision will be made with our partners in late 2012.

- Titanium: partnership with Kazakhstan’s UKTMP group The new titanium conversion plant, located in France and developed by UKAD, a joint venture by Aubert&Duval and the Kazakh group UKTMP, will start in 2011, creating a complete supply chain, particularly for major aerospace customers.

- Niobium, rare earths, tantalum: Mabounié deposit, Gabon (100% held by Maboumine, a 60% COMILOG subsidiary)

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The aim is to develop a specific hydrometallurgical process for this type of complex polymetallic deposit that would give Gabon and ERAMET a front-rank position in niobium and rare earths, in particular.The ERAMET Group and its partners made great progress on developing that process in 2010 with the construction of a specific hydrometallurgical pilot. In 2011, the first pilot trial of the upstream process phase will be carried out.

- Lithium: partnership with the Bolloré group ERAMET continues to search for and explore new deposits in Latin America and is making progress on the development in its research centre of lithium beneficiation and conversion processes, particularly for electric and hybrid vehicle power.

• An ambitious strategic project that creates value for all the Group’s partners

ERAMET is positioned on growing markets over the medium and long terms for alloying metals and uprange metallurgy. The Group has the resources needed to carry out its ambitious development project. This will be reflected in dynamic growth and diversification, including new high-potential metals. With its specialised skill set, integrated throughout the metals value chain, ERAMET is a strategic partner in the sustainable development of new industrial activities.

FINANCIAL RESULTS OVER THE PAST FIVE FINANCIAL YEARS

2006 2007 2008 2009 2010 Share capital at year-end a) Share capital 78 936 727 EUR 79 012 144 EUR 79 956 455 EUR 80 427 930 EUR 80 866 071 EUR b) Number of shares issued 25 880 894 25 905 621 26 215 231 26 369 813 26 513 466

Transactions and profit (loss) for the year (€'000) a) Sales excl. tax 1 082 671 1 369 986 1 033 393 751 791 1 067 012 b) Profit (loss) before tax, employee profit-sharing, depreciation, amortisation and provisions 123 189 221 083 152 814 106 182 127 381 c) Income tax 3 534 22 027 -20 076 -6 433 -9 900 d) Employee profit-sharing 0 0 0 0 0 e) Profit (loss) after tax, employee profit-sharing, depreciation, amortisation and provisions 144 198 206 516 148 159 -29 942 146 112 f) Proposed dividend 75 055 155 434 137 630 47 466 92 797

Earnings per share a) Profit (loss) after tax, employee profit-sharing, (€) but before depreciation, amortisation and provisions 4,62 7,68 6,59 4,27 5,18 b) Profit (loss) after tax, employee profit-sharing, depreciation, amortisation and provisions 5,57 7,97 5,65 (1,14) 5,51 c) Proposed dividend per share 2,90 6,00 5,25 1,80 3,50

Personnel a) Average number of employees 336 347 369 383 381 b) Total payroll (€'000) 20 933 27 914 26 331 27 350 30 873 c) Amounts paid out in employee benefits (€'000) 8 983 10 165 11 250 15 478 22 105

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EXPLANATIONS ON DRAFT RESOLUTIONS

Dear Shareholders,

We have set out below, for your attention, an explanatory note regarding the resolutions proposed for voting at your General Meeting:

The first two resolutions concern the approval of the individual-company and consolidated financial statements. The financial statements are set out in detail in the documents delivered to shareholders and are also commented-on in the management report.

The third resolution concerns approval of the agreements referred-to in Articles L 225-38 et seq. of the French Commercial Code and reported-on in the Statutory Auditors' special report. The agreements concerned are those that continued in force during the 2010 financial year and the amendment to the existing technical assistance agreement and marketing agreement with Société Le Nickel-SLN.

The fourth resolution proposes to the General Meeting the appropriation of profit and the setting of a dividend of €3.50 euros per share.

Resolutions 5 to 19 ask for approval of corporate-office appointments during the year and the appointment or re-appointment of Directors whose terms of office expire at the General Meeting.

Mrs. de Clausade is the AREVA Compliance Director and Secretary to that company's Supervisory Board.

Mrs. Manoelle Lepoutre is the Group Sustainable Development and Environment Director, and a member of the Total Group’s Management Committee.

Mr. de Montessus is a member of the AREVA Executive Committee and Executive Vice President, Business Group Mines. He was appointed during the year to replace Mr. Autebert and will become the permanent representative of AREVA on the Board, to replace Mr. Tona. Mr. Tona will also be proposed as director in his own capacity.

M. Quintard is Technical Adviser to the New Caledonia Chamber of Commerce and Industry, of which he was Chairman from 1998 to 2005. He was appointed during the year to replace Mr. Frogier.

The appointment is also proposed of SORAME, represented by Mr. Cyrille Duval, and CEIR, represented by Mr. Patrick Duval in their respective capacities as directors, instead of Messrs. Cyrille and Patrick Duval who were directors in their own capacity.

After the passing of these resolutions, the proposed composition of the Board of Directors will be as follows:

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Patrick Buffet Josseline de Clausade Edouard Duval Georges Duval Gilbert Lehmann Manoelle Lepoutre (independent director) Jean-Hervé Lorenzi (independent director) Louis Mapou Michel Quintard Michel Somnolet (independent director) Frédéric Tona (independent director – has not been on the payroll of the AREVA Group for more than five years) Antoine Treuille (independent director) AREVA, represented by Sébastien de Montessus CEIR, represented by Patrick Duval SORAME, represented by Cyrille Duval

The purpose of the twentieth resolution pursuant to Article L 225-209 of the French Commercial Code, to request the Shareholders' General Meeting to authorise the Board to renew the programme for the repurchase of its own shares by the Company. The maximum amount of the repurchases is 10% of the share capital and the maximum purchase price per share is €500. What is at issue here is the annual renewal of that authorisation. Among the goals of this authorisation are allowing the existing liquidity contract to continue, and the implementation of bonus share awards to employees by the allocation of existing shares.

The twenty-first resolution is designed to allow use of the share repurchase programme of the twentieth resolution when a public offer is pending or in progress.

The twenty-second resolution is intended to renew at its expiry the authorisation to reduce the share capital within a maximum of 10% of that capital in compliance with the statutory provisions.

The twenty-third, twenty-fourth, twenty-fifth and twenty-sixth resolutions propose the renewal of the authorisations previously given by the Shareholders' General Meeting of 13 May 2009 for the Board of Directors to perform one or more capital increases:

- in cash with a preferential subscription right, to within a maximum nominal amount of €24,000,000 (twenty-fourth resolution), - by incorporation of reserves or profits to within a maximum nominal amount of €24,000,000 (twenty-fifth resolution), - in cash with no preferential subscription right, to within a maximum nominal amount of €24,000,000 (twenty-sixth resolution), - in consideration of a non-cash transfer of assets with no preferential subscription right, to within a maximum 10% of the share capital (twenty-seventh resolution).

The powers delegated under these resolutions are subject to an overall nominal-amount limit of €24,000,000 (equivalent to 30% of the share capital) proposed in the twenty-seventh

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resolution. Here again, the resolution aims at renewing the scheme approved by the Shareholders' General Meeting on 13 May 2009.

The twenty-eighth resolution proposes to allow the use of the authorisations under resolutions twenty-three to twenty-six of the General Meeting when a public offer for purchase or exchange is pending or in progress, in the event of the legally-provided reciprocity clause coming into play. Scope for such use of those authorisations is limited to eighteen months, and accordingly, it is proposed to renew authorisation of that use until the General Meeting called to vote on the financial statements for 2011.

The twenty-ninth resolution proposes a capital increase reserved to employees for a maximum amount of €500,000 (0.6% of the share capital), in compliance with the statutory obligation arising when a Shareholders' General Meeting is called-upon to vote on delegating powers for a cash increase in capital (L 225-129-6 of the French Commercial Code). This proposal is for the same amount as the authorisation given by the Shareholders' General Meeting of 13 May 2009, the latter authorisation having remained unutilised. At 31 December 2010, the employees held under collective management approximately 0.1% of the share capital.

The thirtieth resolution deletes Article 10 of the present articles of association, and incorporates in the Company's articles of association the possibility legally afforded by Article L 228-40 paragraph 1 of the French Commercial Code of authorising the Board of Directors to issue bonds, without prejudice to the powers of the Shareholders' General Meeting in this respect.

The thirty-first resolution amends Article 11 of the articles of association and sets at 15 the maximum number of Directors allowed on the Board under the articles of association, as compared with the present fixed number of 15 Board members, for practical reasons of introducing legal flexibility.

The thirty-second resolution proposes to amend Article 21 of the articles of association to incorporate first, the amendments to the law, particularly Order No. 2010-1511 of 9 December 2010 transposing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies and secondly, the provisions giving scope for future implementation of electronic formalities for calling and voting at meetings.

The thirty-third resolution gives powers to fulfil the formalities entailed in implementing the other resolutions passed by combined Ordinary and Extraordinary General Meeting of Shareholders.

The Board of Directors

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DRAFT RESOLUTIONS

Within the remit of the Ordinary General Shareholders' Meeting

FIRST RESOLUTION (2010 annual financial statements)

After having heard the report from the Board of Directors and the report from the Statutory Auditors, for the financial year ended 31 December 2010, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, approves the financial statements for said financial year as presented to it and the transactions reflected in these financial statements or summarised in these reports.

SECOND RESOLUTION (2010 consolidated financial statements)

After having heard the report from the Board of Directors and the report from the Statutory Auditors relating to the consolidated financial statements for the financial year ended 31 December 2010, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, approves said consolidated financial statements as presented to it and the transactions reflected in these financial statements or summarised in these reports.

THIRD RESOLUTION (Related-party agreements)

After having heard the special report from the Statutory Auditors on the agreements referred to in Articles L. 225-38 et seq. of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, approves this report and the agreements referred to therein.

FOURTH RESOLUTION (Appropriation of earnings – Setting the dividend)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, approves the appropriation of the profit as suggested by the Board of Directors:

Income for the financial year was ...... €146,111,811.29

Plus retained earnings at 31 December 2010 (*) ...... €406,298,868.25

(*) The retained earnings include the €141,949.80 corresponding to the amount of the dividend voted on but not paid in respect of Eramet’s treasury shares on the date of payment of the dividend in 2010.

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The General Shareholders' Meeting resolves to allocate: To the legal reserve: ...... €90,961.68

Leaving: ...... €552,319,717.86

The General Shareholders’ Meeting resolves to pay out an amount of €3.50 per share, to wit, for the 26,513,466 shares in the share capital on 31 December 2010,

An amount of ...... €92,797,131

Leaving retained earnings of: ...... €459,522,586.86

The dividend will be detached on 13 May 2011 and paid out as from 18 May 2011. If, when the dividend is paid out, any new shares have been created as a result of the exercise of subscription options or the creation of bonus shares for beneficiary employees, the dividend corresponding to those shares will be automatically deducted from retained earnings.

The General Shareholders' Meeting, acting as an Ordinary General Shareholders' Meeting, notes that the dividends per share paid out in respect of the previous year and the three preceding years is, or was, as follows:

2007 2008 2009 2010

Number of shares 25,905,621 26,215,231 26,369,813 26,513,466 subject to dividends €6.00 dividend €5.25 €1.80 €3.50

FIFTH RESOLUTION (Non-renewal of the term of office of a director – Appointment of a new director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, resolves not to renew the term of office as director of Mr Pierre-Noel Giraud, which ends at this Meeting, and appoints Mrs Josseline de Clausade as his replacement, for a four-year term of office, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015.

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SIXTH RESOLUTION (Non-renewal of the term of office of a director – Appointment of a new director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, resolves not to renew the term of office as director of Mr Jacques Rossignol, which ends at this Meeting, and appoints Mrs Manoelle Lepoutre as his replacement, for a four-year term of office, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015.

SEVENTH RESOLUTION (Non-renewal of the term of office of a director – Appointment of a new director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, resolves not to renew the term of office as director of Mr Cyrille Duval, which ends at this Meeting, and appoints SORAME, represented by Mr Cyrille Duval, as his replacement, for a four-year term of office, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015.

EIGHTH RESOLUTION (Non-renewal of the term of office of a director – Appointment of a new director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, resolves not to renew the term of office as director of Mr Patrick Duval, which ends at this Meeting, and appoints CEIR, represented by Mr Patrick Duval, as his replacement, for a four-year term of office, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015.

NINTH RESOLUTION (Ratification of the co-opting of a director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, ratifies the co-opting as director of Mr Sébastien de Montessus, which took place at the Board of Directors’ Meeting of 20 May 2010, to replace Mr Rémy Autebert, who resigned, for the remaining term of the latter’s term of office, i.e. until the end of the General Shareholders’ Meeting called to approve the financial statements for the 2010 financial year and which is scheduled to be held in 2011.

TENTH RESOLUTION (Ratification of the co-opting of a director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, ratifies the co-opting as director of Mr Michel Quintard, which took place at the Board of Directors’ Meeting of 15 December 2010, to replace Mr Pierre Frogier, who resigned, for the remaining term of the latter’s term of office, i.e. until the end of the General Shareholders’ Meeting called to approve the financial statements for the 2012 financial year and which is scheduled to be held in 2013.

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ELEVENTH RESOLUTION (Non-renewal of the term of office of a director – Appointment of a new director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, resolves not to renew the term of office as director of Mr Sébastien de Montessus, which ends at this Meeting, and appoints Mr Frédéric Tona, as his replacement, for a four-year term of office, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015.

TWELFTH RESOLUTION (Renewal of the term of office of a director)

The General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, renews for a four-year term, i.e. until the General Shareholders’ Meeting called to approve the financial statements for the 2014 financial year and which is scheduled to be held in 2015, the term of office as director of Mr Patrick Buffet, which ends at this Meeting.

THIRTEENTH RESOLUTION (Renewal of the term of office of a director)

FOURTEENTH RESOLUTION (Renewal of the term of office of a director)

FIFTEENTH RESOLUTION (Renewal of the term of office of a director)

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SIXTEENTH RESOLUTION (Renewal of the term of office of a director)

SEVENTEENTH RESOLUTION (Renewal of the term of office of a director)

EIGHTEENTH RESOLUTION (Renewal of the term of office of a director)

NINETEENTH RESOLUTION (Renewal of the term of office of a director)

TWENTIETH RESOLUTION (Authorisation to trade in the Company’s shares)

After having familiarised itself with the report from the Board of Directors and the description of the Company’s share buyback programme, using the right provided for by Article L. 225- 209 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Ordinary General Shareholders’ Meetings, authorises the Board of Directors to buy, or have bought, the Company’s shares up to a limit of 10% of the share capital, so as to:

- support the share price via a liquidity contract with a market maker, in accordance with the AMAFI code of conduct recognised by the AMF,

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- retain or contribute them (in exchange, payment or otherwise) pursuant to acquisition transactions,

- provide shares during the exercising of the rights attached to securities giving access to the capital by redemption, conversion, exchange or in any other manner,

- implement any Company share purchase option plan pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code,

- allocate bonus shares pursuant to the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code, - allocate or transfer shares to employees in respect of their profit-sharing or the implementation of any employee savings scheme under the conditions provided for by legislation and, in particular, by Articles L. 3332-1 et seq. of the French Labour Code (Code du travail),

- cancel them, in accordance with the twenty-second resolution of this General Shareholders’ Meeting authorising the reduction of the Company’s capital for 26 months.

Such shares may be purchased, sold, transferred or exchanged by any means, in the market or over the counter, including, where appropriate, by means of derivatives and the whole of the authorised share buyback programme may be acquired or transferred in the form of share blocks.

Payment may be by any means.

The maximum purchase price may not exceed €500 per share.

This authorisation is granted for a period expiring at the General Shareholders’ Meeting called to approve the 2011 financial statements.

On the basis of the number of shares in the share capital at 28 February 2011, assuming a price of €500 per share, the maximum theoretical investment would amount to €1,325,705,500.

For the purposes of implementing this resolution, the Board of Directors is granted full powers, which it may delegate, to:

- placing all stock market orders, entering into all agreements particularly with regard to the keeping of share purchase and sale records; - making all filings to the AMF; assigning or reassigning the acquired shares to the various goals in line with the applicable legal or regulatory provisions; - carrying out all other formalities and generally doing whatever is necessary.

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TWENTY-FIRST RESOLUTION (Authorisation to trade in the Company’s shares during a public offer period)

The General Shareholders’ Meeting, subject to the adoption of the previous resolution, authorises the Board of Directors to also use the authorisation granted in said resolution during a public offer period if, on the one hand, the purchase offer for the Company’s shares is fully paid in cash and if, on the other hand, the buyback transactions are carried out in the normal course of its business.

Within the remit of the Extraordinary General Shareholders' Meeting

TWENTY-SECOND RESOLUTION (Authorisation to reduce the capital by cancelling shares)

After having familiarised itself with the report from the Board of Directors and the special report from the Statutory Auditors, in accordance with Article L. 225-209 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, authorises, under the condition precedent of the General Shareholders’ Meeting adopting the twentieth resolution relating to the authorisation to trade in the Company’s shares, the Board of Directors, with entitlement to sub-delegate under the conditions provided for by legislation, to reduce the Company’s share capital by cancelling, on one or more occasions, all or some of the shares acquired in accordance with the provisions of Article L. 225-209 of the French Commercial Code.

The General Shareholders’ Meeting bestows all powers on the Board of Directors in order to decide upon the cancellation of shares, note the share capital reduction, allocate the difference between the buyback value of the cancelled shares and their par value to the premiums and available reserves, accordingly amend the Articles of Association and, generally, do whatever is necessary and complete all formalities.

This authorisation is valid for 26 months as from the date of this General Shareholders’ Meeting, up to a limit of 10% of the Company’s share capital per 24-month period. It supersedes any previous authorisation having the same purpose.

TWENTY-THIRD RESOLUTION (Delegation of authority granted to the Board of Directors in order to increase the share capital by issuing ordinary shares or any securities giving access to the capital with the shareholders’ preferential subscription right being maintained)

After having familiarised itself with the report from the Board of Directors and the special report from the Statutory Auditors, in accordance with the provisions of Articles L. 225-129- 2 and L. 228-92 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, delegates to the Board of Directors, with entitlement to sub- delegate under the conditions provided for by legislation, the authority to decide to increase,

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by its decisions alone, the Company’s share capital by issuing, on one or more occasions, both in France and abroad, securities giving immediate or future access to a portion of the share capital, in the form:

a) of ordinary shares in the Company by issuing new shares to be subscribed for in cash or by offsetting receivables, with or without an issue premium; b) of securities other than shares, directly or indirectly providing entitlement, by conversion, exchange, redemption, presentation of a warrant or by any other means, to the granting, at any time or on fixed dates, of securities that shall be issued for that purpose, representing a portion of the share capital of the Company. These securities may take the form of convertible bonds, bonds with warrants, bonds redeemable in shares or any other form that is not incompatible with current legal provisions.

These securities may be issued either in euros, or in foreign currencies, or in monetary units established with reference to a basket of currencies. c) of warrants that give their holders the right to subscribe for securities representing a portion of the Company’s share capital, on the understanding that these warrants may be issued either by subscription for cash or by bonus grant and furthermore that the warrants may be issued alone or attached to both the shares and securities mentioned in (a) and (b) above issued simultaneously.

The maximum par amount of the capital increases which may be carried out, immediately or in the future, under this delegation, is set at €24,000,000. Where applicable, the par amount of shares to possibly be issued as a supplement, in the event of further financial transactions, in order to preserve the rights of holders of securities giving access to the share capital, shall be added to this maximum amount. This amount shall be set-off against the maximum global amount set in the 27th resolution.

The owners of existing shares on the issue date for cash of the securities referred to in (a), (b) and (c) shall be entitled, as of right and in proportion to the number of shares they own at that time, to a preferential subscription right for said securities; for each issue, the Board of Directors shall set the terms and timeframes within which shareholders may exercise their subscription as of right in line with applicable legal provisions.

The Board of Directors may introduce a right to subscribe for excess shares for shareholders, which shall be exercised in proportion to their rights and up to the amount subscribed for.

If the subscriptions for shares as of right and, where applicable, for excess shares, have not accounted for the whole share, security or warrant issue, the Board of Directors may limit the issue, under legal conditions, to the amount of subscriptions recorded, or freely distribute the shares, securities or warrants not subscribed for as of right and, where applicable, the excess shares, securities or warrants, or even offer all or some of them to the general public; the Board of Directors may use the abovementioned options in the order of its choice or only use certain of them.

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In the event of the issue of securities giving entitlement to the allocation of shares on presentation of a warrant, the Board of Directors shall be fully empowered to set the terms and conditions under which the Company shall be entitled to buy subscription warrants on the stock market at any time or during specific periods, in order to cancel them.

The General Shareholders’ Meeting duly notes that the decision to issue securities giving access to the share capital includes a waiver by the shareholders of their preferential subscription right for the capital stock to which the issued securities provide entitlement under the provisions of Article L. 225-132 of the French Commercial Code.

The General Shareholders’ Meeting bestows all powers on the Board of Directors, with entitlement to sub-delegate under the conditions provided for by legislation, to implement this delegation, on one or more occasions, in particular, in order to: - set the terms and conditions for capital increases and decide on the dates and terms and conditions of the issues which shall be made under this resolution; - set the start and end dates of the subscription periods, the price, the dividend entitlement date for the issued securities, the terms and conditions for paying up the shares, grant lead-times for their paying up; - set-off, should it see fit, the expenses, duties and fees incurred in respect of the issues against the amount of corresponding premiums and deduct from this amount the amounts required to ensure that the legal reserve represents one tenth of the new share capital after each increase; - more generally, do everything which shall be appropriate or required and, in particular, conclude any and all agreements, carry out any and all actions and formalities in order to note the carrying out of the capital increase(s), modify the Articles of Association accordingly, carry out all the necessary formalities for the issued shares to be admitted to trading.

This delegation, which invalidates any previous authorisation, is valid for twenty-six months as from this Meeting.

TWENTY-FOURTH RESOLUTION (Delegation of authority granted to the Board of Directors in order to incorporate reserves, profits, premiums or other reserves that may be capitalised)

After having familiarised itself with the report from the Board of Directors, in accordance with the provisions of Articles L. 225-129-2 and L. 225-130 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority provided for by Article L. 225-130 of the French Commercial Code:

1. Delegates to the Board of Directors the authority to decide to increase the share capital on one or more occasions, in the proportions and on the dates of its choice, either by the incorporation of reserves, profits, premiums or other reserves that may be capitalised, or even in tandem with a share capital increase for cash carried out under the twenty-third resolution, in the form of bonus share allocations or by increasing the par value of existing shares, or by combining both transactions;

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2. Resolves that the amount of the capital increase which may be carried out under this delegation may not exceed €24,000,000; this amount shall be set-off against the maximum global amount set in the twenty-seventh resolution;

3. Resolves that the Board of Directors shall be fully empowered, with entitlement of sub- delegate under the conditions provided for by legislation, to implement this delegation in order, in particular, to:

- decide on all the terms and conditions of the authorised transactions and in particular set the amount and nature of the reserves and premiums to be incorporated into the capital, set the number of new shares to be issued or the amount by which the par value of the existing shares in the share capital is to be increased, decide the date, even retrospective, from which the new shares will be entitled to dividends or the date on which the increase in the par value will take effect and, where appropriate, allocate all charges to the share premiums, in particular the cost of carrying out the issues; - decide, where applicable, in the event of the allotment of bonus shares, pursuant to the provisions of Article L. 225-130 of the French Commercial Code, that fractions shall not be negotiable and that the corresponding shares shall be sold, with the proceeds of the sale being allocated to the rights holders within a maximum of 30 days of the date when the whole number of allocated shares is registered to them;

- more generally, do everything which shall be appropriate or required and, in particular, conclude any and all agreements, carry out any and all actions and formalities in order to note the carrying out of the capital increase(s), modify the Articles of Association accordingly, carry out all the necessary formalities for the issued shares to be admitted to trading.

This delegation, which invalidates any previous authorisation, is valid for twenty-six months as from this Meeting.

TWENTY-FIFTH RESOLUTION (Delegation of authority granted to the Board of Directors in order to increase the share capital by issuing ordinary shares or any securities giving access to the capital with the shareholders’ preferential subscription right being cancelled)

After having familiarised itself with the report from the Board of Directors and the special report from the Statutory Auditors, in accordance with the provisions of Article L. 225-129 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, delegates to the Board of Directors, with entitlement to sub-delegate under the conditions provided for by legislation, the authority to decide, with cancellation of the shareholders’ preferential subscription right, to increase the Company’s share capital by a maximum par amount of €24,000,000 by issuing, on one or more occasions, both in France and abroad, securities giving immediate or future access to a portion of the share capital. This authorisation may be exercised on the following terms:

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I) Issue by the Company, in the form: a) of new ordinary shares in the Company to be subscribed for in cash or by offsetting receivables, with or without an issue premium; b) of securities other than shares, directly or indirectly providing entitlement, by conversion, exchange, redemption, presentation of a warrant or by any other means, to the granting, at any time or on fixed dates, of securities that shall be issued for that purpose, representing a portion of the share capital of the Company. These securities may take the form of convertible bonds, bonds with warrants, bonds redeemable in shares or any other form that is not incompatible with current legal provisions.

The securities mentioned under (a), (b) and (c) hereinabove may be issued to compensate securities which may be contributed to the Company as part of a public exchange offer involving securities meeting the terms and conditions of Article L. 225-148 of the French Commercial Code.

The par value of the securities representing a portion of the Company’s capital that may be created by virtue of the issues provided for under (b) and (c) of this Section I may not, under any circumstances, result in the share capital being increased by a par amount of more than €24,000,000 for the issues referred to in (b) and more than €24,000,000 for the issues referred to in (c), to which may be added the par value of the securities to be issued in order to preserve the rights of the owners of the securities mentioned under (b) and (c) hereinabove.

II) Issues by one or more companies in which ERAMET directly or indirectly holds more than half the share capital, carried out by those companies, on one or more occasions, whether in Euros, foreign currencies or monetary units established with reference to a basket of currencies, in the French or international markets: a) Eramet bonds with warrants; b) securities, directly or indirectly providing entitlement, by conversion, exchange, redemption, presentation of a warrant or by any other means, to the granting, at any time or on fixed dates, of securities that are or shall be issued for that purpose, representing a portion of the share capital of ERAMET. These securities may take the form of shares with warrants, convertible bonds, bonds redeemable in shares or any other form that is not incompatible with current legal provisions.

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The par value of the securities representing a portion of the capital likely to be created by virtue of the issues provided for under (a) and (b) of this Section II may not, under any circumstances, result in the capital being increased by a par amount of more than €24,000,000 to which may be added the par value of the securities to be issued in order to preserve the rights of the owners of securities mentioned under (a) and (b) and the securities mentioned under (b) of this Section II.

III) The General Shareholders' Meeting resolves to waive shareholders' preferential subscription rights to the shares, securities and warrants mentioned under (a), (b) and (c) of Section I and the warrants and securities mentioned under (a) and (b) of Section II. The Board of Directors may nevertheless grant shareholders, in respect of issues made in the French market, for a period and subject to the terms and conditions of its choosing, a preferential period in which to subscribe for the shares, securities and warrants issued, without creating rights that are either marketable or transferable.

The General Shareholders' Meeting also resolves that this authorisation includes a waiver by shareholders of their preferential subscription rights to securities representing a portion of the capital of ERAMET to which the issue of the securities and warrants mentioned under (b) and (c) of Section I and the warrants and securities mentioned under (a) and (b) of Section II provides immediate or future entitlement.

In the event of the issue of securities giving entitlement to the allocation of capital stock on presentation of a warrant, the Board of Directors shall be fully empowered to set the terms and conditions under which the Company shall be entitled to buy subscription warrants on the stock market at any time or during specific periods, in order to cancel them.

IV) The General Shareholders' Meeting resolves that the sum immediately reverting or likely to subsequently revert to the Company:

1) in respect of each share issued pursuant to the authorisation conferred under (a) of Section I above;

2) in respect of each of the securities representing a portion of the capital issued or created by conversion, exchange, redemption, presentation of a warrant or by any other means pursuant to the authorisation conferred under (b) of Sections I and II above;

3) and in respect of the exercise of each of the warrants issued pursuant to the authorisations conferred under (c) of Section I and (a) and (b) of Section II above; must be at least equal to the weighted average share price over the three stock market sessions immediately preceding its setting (possibly less a maximum discount of 5%) following, where applicable, any correction of this average to take into account any difference in dividend entitlement date, on the understanding that the price of warrants issued alone must, per security representing the capital to be created, be such that the total of this price and the exercise price of each warrant is at least equal to 105% of this average.

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V) The General Shareholders’ Meeting bestows all powers on the Board of Directors, with entitlement to sub-delegate under the conditions provided for by legislation, to implement this delegation, on one or more occasions, in particular, in order to:

- set the terms and conditions for capital increases and decide on the dates and terms and conditions of the issues which shall be made under this resolution; - set, together with the issuer company(ies), in the cases provided for in Section II, the amounts to be issued, the nature of the securities to be created, their features and terms and conditions of issue (including the terms and conditions for paying up ordinary shares in the Company), the dividend entitlement date of the securities to be created, even if this is retrospective; - set the start and end dates of the subscription periods, the price, the dividend entitlement date for the issued securities, the terms and conditions for paying up the shares, grant lead-times for their paying up; - set-off, should it see fit, the expenses, duties and fees incurred in respect of the issues against the amount of corresponding premiums and deduct from this amount the amounts required to ensure that the legal reserve represents one tenth of the new share capital after each increase; - more generally, do everything which shall be appropriate or required and, in particular, conclude any and all agreements, carry out any and all actions and formalities in order to note the carrying out of the capital increase(s), modify the Articles of Association accordingly, carry out all the necessary formalities for the issued shares to be admitted to trading.

- determine, together with the issuer company(ies), in the cases provided for in Section II, the dates and terms and conditions of the issues, decide on the prices and interest rates, set the amounts to be issued and the form of the securities to be created, their dividend entitlement date, even retrospective, the terms and conditions for their redemption and/or buyback, take decisions and carry out transactions required in the event of the issuing of securities to compensate securities contributed pursuant to a public exchange offer, make any adjustments required in compliance with legal and regulatory provisions, make the modifications to the Articles of Association which are made necessary by use of this delegation and, more generally, take all appropriate dispositions and measures, conclude any and all agreements and conventions in order to duly and properly complete the planned issues, in compliance with effective legislation and regulations.

This delegation, which invalidates any previous authorisation, is valid for twenty-six months as from this Meeting.

TWENTY-SIXTH RESOLUTION (Delegation of authority granted to the Board of Directors in order to increase the share capital by issuing shares or all securities giving access to the share capital as consideration for contributions in kind relating to capital stock or securities giving access to the share capital with the shareholders’ preferential subscription right being cancelled)

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After having familiarised itself with the report from the Board of Directors and the special report from the Statutory Auditors and in accordance with the provisions of the final paragraph of Article L. 225-147 of the French Commercial Code, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings:

1. fully empowers the Board of Directors to, up to a maximum of 10% of the share capital, compensate contributions in kind granted to the Company and consisting of capital stock or securities giving access to the share capital, when the provisions of Article L. 225-148 of the French Commercial Code are not applicable, by issuing, on one or more occasions, both in France and abroad, ordinary shares or securities giving access to the Company’s share capital;

2. resolves, as and when required, to cancel, for the benefit of the holders of capital stock or securities, which are subject to contributions in kind, the shareholders’ preferential subscription right in respect of the capital stock and securities which shall be issued;

3. duly notes that the decision to issue securities giving access to the share capital includes a waiver by the shareholders of their preferential subscription right for the capital stock to which the issued securities provide entitlement under the provisions of Article L. 225-132 of the French Commercial Code;

4. resolves that the par value of the capital increases decided under of this resolution shall be set-off against the overall maximum amount set in the 27th resolution of this Meeting;

5. resolves that the Board of Directors shall have all powers to implement this resolution and, in particular, to decide on the report from the Capital Contributions Auditor(s) (Commissaires aux apports), to decide on all the terms and conditions of the issues, to approve the list of contributors, the valuation of the contributions, the list of securities contributed, to note the resulting capital increase(s), to make any set-offs against the contribution premium(s), in particular, those of the expenses or duties incurred by carrying out the operations or the amounts required to bring the legal reserve up to its maximum amount and, more generally, to do everything which shall be appropriate or required and, in particular, conclude any and all agreements, carry out any and all actions and formalities in order to note the carrying out of the capital increase(s), modify the Articles of Association accordingly, carry out all the necessary formalities for the issued shares to be admitted to trading;

6. sets the period of validity during which the Board of Directors may make use of this delegation at 26 months from the date of this Meeting.

TWENTY-SEVENTH RESOLUTION (Limitation of the amount of issues)

The General Shareholders' Meeting resolves that:

- any capital increases resulting from the use of the delegations including the authorisation to issue shares, other securities and warrants granted by the twenty-third to twenty-sixth resolutions hereinabove, whether immediate or deferred, may not exceed a maximum total par amount of €24,000,000 to which shall be added the amount of any additional capital

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increases made necessary by the reserving of the rights of the holders of securities providing entitlement, in any manner whatsoever, to the granting of securities representing a portion of the capital.

TWENTY-EIGHTH RESOLUTION (Entitlement to use the authorisations during a public offer period) The General Shareholders’ Meeting expressly authorises the Board of Directors to make use, either in full or in part, pursuant to legal provisions, of the various delegations granted by the twenty-third to twenty-sixth resolutions of this General Shareholders’ Meeting, in the event of one or more public purchase or exchange offers relating to the securities issued by the Company.

TWENTY-NINTH RESOLUTION (Delegation of authority granted to the Board of Directors for a capital increase reserved for employees)

After having familiarised itself with the report from the Board of Directors and the special report from the Statutory Auditors and adopting resolutions in accordance with the provisions of Articles L. 225-129, L. 225-129-6 and L. 225-138-1 of the French Commercial Code, the General Shareholders' Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, delegates to the Board of Directors, with entitlement to sub-delegate, the necessary authority to increase the share capital, on one or more occasions, by a maximum par amount of €500,000, by issuing new cash shares reserved for employees and former employees of the Company and related companies within the meaning of Article L. 225-180 of the French Commercial Code, affiliated to a Company savings plan or collective pension savings plan.

It resolves to cancel, in favour of these employees and former employees, the shareholders’ preferential subscription right for ordinary shares to be issued, allocated free-of-charge, where applicable, on the basis of this resolution.

This authorisation is granted for a period of twenty-six months.

The subscription price of the shares shall be set in accordance with the provisions of Articles L. 3332-18 et seq. of the French Labour Code.

THIRTIETH RESOLUTION (Modifications to the Articles of Association – Article 10 – Bonds)

After having familiarised itself with the report from the Board of Directors, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, resolves to remove Article 10 of the Articles of Association relating to bonds and, consequently, to change the numbering of the following Articles, which is currently 11 to 27, to replace them respectively by 10 to 26.

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Current version New version Only the General Shareholders’ Meeting has None. the authority to decide on or authorise the issuing of bonds.

THIRTY-FIRST RESOLUTION (Modifications to the Articles of Association – Article 11 – Board of Directors)

After having familiarised itself with the report from the Board of Directors, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, resolves to modify paragraph 1 of Article 11 of the Articles of Association concerning the Board of Directors, in order to adopt the following wording:

Current version New version 1. The Company is managed by a Board with 1. The Company is managed by a Board with fifteen members. a maximum of fifteen members.

The remainder of Article 11 is unchanged.

THIRTY-SECOND RESOLUTION (Modifications to the Articles of Association – Article 21 – Rules common to General Shareholders’ Meetings)

After having familiarised itself with the report from the Board of Directors, the General Shareholders’ Meeting, adopting resolutions under the conditions of quorum and majority required for Extraordinary General Shareholders’ Meetings, resolves to modify paragraph 2 and paragraph 4 of Article 21 of the Articles of Association concerning the rules common to General Shareholders’ Meetings, to adopt the following wording:

Current version New version …… ……

2. General Shareholders’ Meetings are 2. General Shareholders’ Meetings are convened by the Board of Directors. Failing convened by the Board of Directors. Failing this, they may be convened in accordance this, they may be convened in accordance with effective legislative and regulatory with effective legislative and regulatory provisions. provisions.

Meeting notices are sent in accordance with Meeting notices are sent in accordance with effective legislative and regulatory provisions. effective legislative and regulatory provisions.

The agenda is set by the author of the meeting The agenda is set by the author of the meeting notice. Nevertheless, one or more notice. Nevertheless, one or more

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Shareholders, complying with effective Shareholders, complying with effective legislative and regulatory requirements, may legislative and regulatory requirements, may require that draft resolutions be added to the require that business or draft resolutions be agenda. added to the agenda.

Meetings may not discuss business which is Meetings may not discuss business which is not on the agenda. Nevertheless, they may, in not on the agenda. Nevertheless, they may, in all circumstances, remove one or more all circumstances, remove one or more directors and replace them. directors and replace them.

……… …….

4. General Shareholders’ Meetings are 4. General Shareholders’ Meetings are comprised of all the Shareholders, regardless comprised of all the Shareholders, regardless of the number of shares held; Shareholders of the number of shares held. A Shareholder may only be represented by another may have him/her/itself represented at Shareholder or by the spouse of the General Shareholders’ Meetings under legal represented Shareholder. and regulatory conditions.

Entitlement to participate in Meetings is Entitlement to participate in Meetings is subject to the Shareholder being registered in subject to the Shareholder being registered in the share register at least five days prior to the the share register at least five days prior to the date of the Meeting. date of the Meeting. In order to be entitled to attend Meetings, In order to be entitled to attend Meetings, owners of shares shall comply with the owners of bearer shares shall file in the places formalities laid down by effective specified in the meeting notice, at least five regulations. days before the date of the Meeting, a certificate from the authorised intermediary, attesting to the unavailability of the shares registered in the account until the date of the Meeting. All Shareholders may vote by correspondence All Shareholders may vote by correspondence using a form which shall be received by the using a form which shall be received by the Company three days before the date of the Company three days before the date of the Meeting. Meeting. If the Board of Directors so decides when convening a Meeting, participation in the Meeting by videoconferencing or by any means of telecommunication and remote transmission, including the Internet, is authorised according to the terms and conditions set by effective regulations. Where applicable, this decision is mentioned in the meeting announcement published in

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the Bulletin des Annonces Légales Obligatoires.

If the Board of Directors so decides when convening a Meeting, all Shareholders may also send a vote by correspondence or a power of attorney using any means of remote transmission, including the Internet, under the conditions provided for by the regulations which are applicable at the time when the option is used.

In the event of use of an electronic form, the Shareholder’s signature may either be in the form of a secure signature or of a reliable identification process guaranteeing its connection with the instrument to which it is attached which may, in particular, consist of an identifier and a password. Where applicable, this decision is mentioned in the meeting announcement published in the Bulletin des Annonces Légales Obligatoires.

The power of attorney or vote thus cast before the Meeting using this electronic means, and the acknowledgment of receipt thereof, shall be considered as non- revocable written documents enforceable against everyone, with it being specified that, in the event of the sale of securities prior to the third business day preceding the Meeting at midnight, Paris time, the Company shall invalidate or modify as a result and accordingly, the power of attorney or vote cast prior to this date and time.

The remainder of Article 21 is unchanged.

THIRTY-THIRD RESOLUTION (Powers)

The Combined Ordinary and Extraordinary General Shareholders’ Meeting grants all powers to the bearer of an original, an extract or a copy of the minutes of this Meeting to carry out any filing or formalities that may be necessary.

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COMPOSITION OF THE BOARD OF DIRECTORS

AS OF 1ST JANVIER 2011

Surname, first name or corporate name Most recent reappointment Main duties and expiry date of term of Family connection Date of first appointment office Other positions held Expertise

BUFFET Patrick Director: General Shareholders’ In Group companies Director, Co-opted by the Board Meeting of 25 April 2007 for a • Chairman and CEO of Chairman and CEO since 25 Meeting of 7 March 2007 to four-year term. Société Le Nickel-SLN April 2007 replace Mr François Henrot, Expiry date • Director of Comilog S.A. Born on19 October 1953 (57 who resigned General Shareholders’ In non-Group companies years old) Chairman and CEO Meeting called to approve the • Member of the Supervisory Board of Business address: Board Meeting of 2010 financial statements. Arcole Industries (unlisted) Tour Maine Montparnasse 25 April 2007 • Director of Rhodia, Bureau Véritas, 33, avenue du Maine Banimmo (Belgium) 75015 Paris Offices held and completed during the past five years Mr BUFFET is a mining Member of Supervisory Board of: engineer. He was Senior AREVA ; Executive Vice President of Astorg-Partners Suez until 2007. -Director of: CDC Ixis - Subsidiaries majority-owned by the Suez Group: Suez Energy Services; Tractebel (Belgium), Electrabel (Belgium), Société Générale de Belgique (Belgium), Fluxys (Belgium)

DUVAL Georges General Shareholders’ Reappointment: In Group companies Director, Meeting General Shareholders' -Chairman: Vice-Chairman of 21 July 1999 Meeting of 21 May 2003 and Aubert & Duval (SAS); Sima (SAS); Deputy CEO Vice-Chairman of the Board: General Shareholders' ERAMET Alloys; Erasteel SAS) Born on 3 May 1946 (64 years Board Meeting of Meeting of 25 April 2007 for In non-Group companies old) 13 September 2000 a four-year term -Manager of SORAME SCA Business address: Deputy CEO: Board Meeting Expiry date • CEO of CEIR Tour Maine Montparnasse of 23 May 2002 General Shareholders’ Offices held and completed during the 33, avenue du Maine Meeting called to approve the past five years 75015 Paris 2010 financial statements. • Chairman of UKAD (SAS) Brother of Édouard Duval, cousin of Cyrille and Patrick Duval

Mr DUVAL is Vice Chairman of the Board and Deputy CEO of ERAMET, Manager of SORAME and CEO of CEIR.

DUVAL Édouard General Shareholders’ Reappointment: In Group companies Director, Meeting General Shareholders' - Director of Société Le Nickel-SLN Born on 2 December 1944 (66 of 21 July 1999 Meeting of 21 May 2003 and -Chairman of ERAMET International years old) General Shareholders' (SAS) Business address: Meeting of 25 April 2007 for • Deputy CEO of S.I.M.A. (SAS) Tour Maine Montparnasse a four-year term In non-Group companies 33, avenue du Maine Expiry date -Chairman of the Management Board 75015 Paris General Shareholders’ of SORAME SCA Brother of Georges DUVAL, Meeting called to approve the • CEO of CEIR cousin of Cyrille and Patrick 2010 financial statements. DUVAL

Mr DUVAL is Chairman of ERAMET International and Chairman of the Management Board of SORAME and CEO of CEIR.

33 Shareholders’ meeting – May 11, 2011

Surname, first name or corporate name Most recent reappointment Main duties and expiry date of term of Family connection Date of first appointment office Other positions held Expertise

DUVAL Patrick General Shareholders’ Reappointment: In Group companies Director, Meeting General Shareholders' • CEO of S.I.M.A. Born on15 May 1941 (69 years of 21 July 1999 Meeting of 21 May 2003and In non-Group companies old) General Shareholders' -Chairman of CEIR Address: Meeting of 25 April 2007 for -Manager of SORAME SCA c/o ERAMET a four-year term -Director of Cartonneries de Tour Maine Montparnasse Expiry date Gondardennes SA 33, avenue du Maine General Shareholders’ - Manager of SCI Compagnie 75015 Paris Meeting called to approve the Franroval, SCI Les Bois de Batonceau, Brother of Cyrille Duval, cousin 2010 financial statements. SCI de la Plaine, SCEA Les Terres of Georges and Édouard Duval d’Orphin

Mr DUVAL is Chairman of CEIR and Manager of SORAME.

DUVAL Cyrille General Shareholders’ Reappointment: In Group companies Director, Meeting General Shareholders' • Deputy CEO of S.I.M.A. of 21 July 1999 Meeting of 21 May 2003and • Director of Metal Securities Born on18 July 1948 (62 years General Shareholders' (permanent representative of S.I.M.A.) old) Meeting of 25 April 2007for a - Director of Comilog Business address: four-year term • Chairman of AD TAF and of Forges Tour Maine Montparnasse Expiry date de Montplaisir 33, avenue du Maine General Shareholders’ • Manager of Transmet and of SCI 75015 Paris Meeting called to approve the Grande Plaine Brother of Patrick Duval, cousin 2010 financial statements. In non-Group companies of Georges and Édouard Duval • CEO of CEIR -Manager of SORAME Mr DUVAL is General Secretary of the Alloys Division and Manager of SORAME and CEO of CEIR.

GIRAUD Pierre-Noël General Shareholders’ Reappointment: In non-Group companies Director, Meeting General Shareholders’ • Lecturer at Mines Paris Tech and Born on 8 March 1949 (61 years of 21 May 2003 Meeting of 25 April 2007 for a Paris Dauphine University old) four-year term. -Director of Areva N.C. Business address: Expiry date CERNA General Shareholders’ Offices held and completed during 60, boulevard Saint-Michel Meeting called to approve the the past five years 75272 Paris Cedex 06 2010 financial statements. None

Mr GIRAUD is an economics lecturer at Mines Paris Tech and at Paris-Dauphine University.

LEHMANN Gilbert Co-opted by the Board Co-opting ratified: General In non-Group companies Director, Meeting of 13 December Shareholders’ Meeting of 27 • Director and Vice-Chairman of the Vice-Chairman 2005 April 2006 called to approve Board of Directors of ST Born on 28 September 1945 (65 the 2005 financial Microelectronics N.V. (The years old) statements. Netherlands) Business address: Reappointment:• Member of the Supervisory Board and AREVA General Shareholders’ Audit Committee of Assystem SA 33, rue Lafayette Meeting of 25 April 2007 for a • Chairman of the Supervisory Board of 75009 Paris four-year term. Linas Expiry date Offices held and completed during Mr LEHMANN has worked for General Shareholders’ the past five years the AREVA Group for 25 years Meeting called to approve the In France: where he is currently an Advisor 2010 financial statements.• Director and Chairman of the Board of on the Management Board after Directors of SEPI (Switzerland) (until

34 Shareholders’ meeting – May 11, 2011

Surname, first name or corporate name Most recent reappointment Main duties and expiry date of term of Family connection Date of first appointment office Other positions held Expertise having held the position of 2010) Deputy CEO (until 2006). -Director of Framatome ANP; Sofinel; Framatome Connectors International (FCI); Compagnie Technique d’Assurances (CTA); Framapare; CNS; Intercontrôle -Chairman of the Board of Directors of Compagnie d’Études et de Recherche pour l’Énergie (CERE) Abroad: (United States) -Director of Framatome Technologies; FC USA; Canberra

LORENZI Jean-Hervé General Shareholders’ Expiry date In non-Group companies Director, Meeting General Shareholders’ • Member of the French Economic Born on 24 July 1947 (63 years of 13 May 2009 Meeting called to approve the Analysis Council old) 2012 financial statements. • Economics lecturer at Paris Business address: Dauphine University 232 boulevard Saint Germain • Advisor on the Management Board of 75007 Paris Compagnie financière Edmond de Rothschild, Chairman of the Mr LORENZI is a member of the Supervisory Board of Edmond de French Economic Analysis Rothschild Investment Partners and Council and economics lecturer Edmond de Rotschild Capital Partners, at Paris Dauphine University. member of the Supervisory Boards of Compagnie Financière Saint Honoré, SIACI Saint Honoré, and Newstone Courtage • Director of BNP Paribas Assurances, Crédit Foncier de France • Member of the Supervisory Board of Euler Hermes • Observer with Associés en Finance Offices held and completed during the past five years • Director of Editis, GFI Informatique

MAPOU Louis Co-opted by the Board Reappointment: In non-Group companies Director, Meeting of 29 March 2001 General Shareholders' - Chairman of the STCPI (New Born on14 November 1958 (52 (Ratification by the General Meeting of 21 May 2003and Caledonia) years old) Shareholders' Meeting of 30 General Shareholders' - CEO of Sofinor Business address: May 2001) Meeting of 25 April 2007for a (New Caledonia) STCPI four-year term Offices held and completed during Immeuble Carcopino 3000 Expiry date the past five years 98845 Nouméa Cedex General Shareholders’ - Director of Société Le Nickel-SLN Meeting called to approve the Mr MAPOU is Chairman of the 2010 financial statements. STCPI.

De MONTESSUS Sébastien General Shareholders’ Reappointment: In non-Group companies Director, Meeting General Shareholders’ • Member of the Executive Committee Born on 2 December 1974 (36 of 21 May 2003 Meeting of 25 April 2007for a of AREVA years old) four-year term. • Manager of the Mines Business Business address: Expiry date Group of AREVA AREVA General Shareholders’ • Chairman and CEO of CFMM 33, rue Lafayette Meeting called to approve the (France), CFM (France) 75009 Paris 2010 financial statements. • Chairman of Uramin Holding (France), of UG GmbH (Germany), of Mr de MONTESSUS is a Areva Resources Canada Inc member of the Executive (Canada), Areva Resources Southern Committee and Manager of the Africa (United Kingdom) Mines Business Group of • Director of La Mancha Resources Inc AREVA. (Canada), Katco (Kazakhstan), Areva Mongol xxk (Mongolia), Somair (Niger), Imouraren (Niger), Cominak (Niger)

35 Shareholders’ meeting – May 11, 2011

Surname, first name or corporate name Most recent reappointment Main duties and expiry date of term of Family connection Date of first appointment office Other positions held Expertise

• Permanent representative of AREVA on the Boards of Nabatean Energy (France), Areva Resources Centrafrique, Arevexplo RCA (Central African Republic) • Member of the Supervisory Board of Areva Med LLC (United States) • Representative of the Management Committee at Mc Clean Lake JV and Cigar Lake JV (Canada)

Offices held and completed during the past five years • Chairman of CFMM Holding Australia Pty Ltd and CFMM Development Australia Pty

QUINTARD Michel Co-opted by the Board Expiry date In Group companies Director, Meeting of 15 December General Shareholders’ - Director of Société Le Nickel-SLN Born on 1 August 1946 (64 2010 to replace Mr Meeting called to approve the In non-Group companies years old) FROGIER, who resigned. 2012 financial statements. • Manager of Locauto, a subsidiary of Business address: the CFAO Group BP 1109 • Foreign trade advisor, technical 98845 Nouméa Cedex advisor to the CCI of NC Offices held and completed during Mr QUINTARD is technical the past five years advisor to the Chamber of • Director of Vale NC Commerce and Industry of New Caledonia which he chaired from 1998 to 2005.

ROSSIGNOL Jacques General Shareholders’ Reappointment: Offices held and completed during Director, Meeting General Shareholders' the past five years Born on 6 February 1940 (70 of 21 July 1999 Meeting of 21 May 2003 and • Chairman and CEO of CFMI years old) General Shareholders' Business address: Meeting of 25 April 2007for a c/o ERAMET four-year term Tour Maine Montparnasse Expiry date 33, avenue du Maine General Shareholders’ 75015 Paris Meeting called to approve the 2010 financial statements. Mr ROSSIGNOL is former CEO of SAFRAN and of Arianespace.

SOMNOLET Michel General Shareholders’ Reappointment: In non-Group companies Director, Meeting of 21 May 2003 General Shareholders’ • Director and member of the Born on 6 February 1940 (70 Meeting of 25 April 2007for a Compensation Committee of L’Oréal years old) four-year term. USA Business address: Expiry date c/o ERAMET General Shareholders’ Offices held and completed during Tour Maine Montparnasse Meeting called to approve the the past five years 33, avenue du Maine 2010 financial statements. • Director and Vice Chairman of the 75015 Paris Board of L’Oréal Morocco • Director of Perinvest Dividend Equity Mr SOMNOLET is former Fund Director, Vice-Chairman and CEO in charge of Administration and Finance of L’Oréal (until 2002).

AREVA Co-opted by the Board Co-opting ratified: General In non-Group companies Director, Meeting of 27 March 2002 Shareholders’ Meeting -Chairman of Somaïr (Niger) Represented by of 23 May 2002 • Director of OSEAD (SAS) (France), of Frédéric TONA Reappointment: OSEAD (Mauritania), of OMM Permanent representative of General Shareholders’ (Morocco), of CMT (Morocco),of

36 Shareholders’ meeting – May 11, 2011

Surname, first name or corporate name Most recent reappointment Main duties and expiry date of term of Family connection Date of first appointment office Other positions held Expertise

AREVA on the Board of Meeting of 25 April 2007 for a COMINAK (Niger), of IMOURAREN Directors four-year term. (Niger), of CFMM (France) and of Born on 27 August 1947 (63 Expiry date Fondation d’Entreprise AREVA years old) General Shareholders’ Address: Meeting called to approve the Offices held and completed during AREVA 2010 financial statements. the past five years For the attention of Frédéric • Director and Chairman of URAMIN Tona Inc (BVI) (until 31 December 2008) 33, rue Lafayette 75009 Paris

Mr TONA has been working for the AREVA Group for 30 years.

TREUILLE Antoine General Shareholders’ Reappointment: In non-Group companies Director, Meeting General Shareholders' • Chairman of the French American Born on 7 October 1948 (62 of 21 July 1999 Meeting of 21 May 2003and Foundation (United States) years old) General Shareholders' -Executive Managing Director: Business address: Meeting of 25 April 2007 for a Altamont Capital Partners, LLC (United French American Foundation four-year term States); Mercantile Capital Partners 28 West 44th Street Expiry date LLC(United States) Suite 1420 General Shareholders’ • Chairman of Charter Pacific New York, NY 10036 Meeting called to approve the Corporation (United States), Partex USA 2010 financial statements. Corporation (United States) Director: Harris Interactive, Inc. (United Mr TREUILLE is Executive States), Imperial Headwaer,Inc. (United Managing Director of Altamont States) Capital Partners LLC. Offices held and completed during the past five years • Director of BIC SA (France), Harlem Furniture, LLC (United States) and until 2009. Skip’s Clothing, Inc. (until May 2007)

MADELIN Bertrand Appointed by the Board In Group companies Deputy CEO Meeting of 12 December • Director of Société Le Nickel-SLN and (non director) 2007 of Strand Minerals (Indonesia) Pte Ltd Born on13 September 1954 (56 (Singapore) years old) • Director and member of the Board of Business address: Commissioners of PT Weda Bay Nickel Tour Maine Montparnasse (Indonesia) 33, avenue du Maine • Chairman of Eurotungstène 75015 Paris Offices held and completed during the past five years Mr MADELIN is Deputy CEO. • Director of ERAMET Norway, ERAMET Marietta, Comilog France, Guanxi Comilog, Guilin Comilog, Comilog Asia, Comilog Far East Development • Chairman of Comilog Italia

VECTEN Philippe Appointed by the Board In Group companies Deputy CEO Meeting of 23 May 2007 • Director of Comilog S.A.; Comilog US; (non director) Société Le Nickel-SLN; Setrag; Born on 22 April 1949 (61 years Maboumine; old) • Chairman of ECM and of Eralloys Business address: Holding AS Tour Maine Montparnasse -Manager of Comilog Holding 33, avenue du Maine Offices held and completed during 75015 Paris the past five years • Director of Tinfos International (until Mr VECTEN is Deputy CEO. January 2010)

37 Shareholders’ meeting – May 11, 2011

INFORMATION ON DIRECTORS WHOSE APPOINTMENT IS PROPOSED TO THE SHAREHOLDERS' GENERAL MEETING

Josseline de Clausade Born on 19 February 1954 Chevalier de la Légion d’Honneur

Josseline de Clausade is Compliance Director at AREVA.

A member of the Council of State, she was subsequently Legal Adviser to the Prime Minister's General Secretariat for European Affairs.

Assigned to the French Permanent Representation to the European Union in Brussels, then attached on special assignment to Mr. Hubert Védrine, the French Foreign Minister, she was later Consul General for France at Los Angeles. On 1 August 2007, she became General Rapporteur to the Commission pour la Libération de la Croissance, presided by Jacques Attali (a government think-tank on removing obstacles to French economic growth).

After being Training Director at AREVA, today she is General Secretary to the Executive Committee on which she sits, and to the International Committee, the Supervisory Board and the committees within its remit (Strategy Committee, Appointments and Remuneration Committee, etc.), also acting as General Secretary to AREVA Executive Board.

38 Shareholders’ meeting – May 11, 2011

INFORMATION ON DIRECTORS WHOSE APPOINTMENT IS PROPOSED TO THE SHAREHOLDERS' GENERAL MEETING

Manoelle Lepoutre Born on 8 May 1959 Chevalier de la Légion d’Honneur

Since June 2009, Manoelle Lepoutre has been Sustainable Development and Environment Director of the Total Group and a member of the Management Committee.

Earlier, from 2004 onwards, Manoelle Lepoutre was R&D Director for Total's Exploration & Production Division. She headed all the programmes preparing for future technology and skills required for hydrocarbon exploration, production and development, factoring in the technical, economic and environmental dimensions.

Manoelle Lepoutre sits on a number of management boards – Ifremer, Institut de Physique du Globe (the Paris Geophysics Institute), Total E&P Norge, the Villette-Entreprises Foundation – and on the BRGM scientific board.

Mrs. Lepoutre began her career in the Total Group in 1982, in the Exploration & Production Division, occupying various positions in R&D and Exploration. After that, she held management positions in Exploration, first in France, then in the Netherlands. In 1998, she was appointed Exploration Director in Norway, before her appointment in 2000 as Geoscience Director for Total in the United States.

39 Shareholders’ meeting – May 11, 2011

HOW TO PARTICIPATE TO THE SHAREHOLDERS’ MEETING

> Any shareholder can participate, regardless of the number of shares held.

> In order to vote (regardless of the voting option chosen), shares must be recorded in the name of the shareholder, three business days prior to the meeting, i.e. on May 6, 2011 at 00:00, Paris time:

- In the nominee accounts maintained on behalf of the company by its registrar, BNP PARIBAS Securities Services, - Or in the accounts of holders of bearer shares maintained by the financial intermediary (bank, broker, on line broker) where the shares of the shareholder are booked, which will deliver a certificate (« attestation de participation »), to be appended to either the vote-by- post proxy or the vote-by-proxy instructions, or the request for admission form.

> How to vote? There are three options in the form attached to the notice of meeting:

- to attend at the meeting, or - to give proxy, or - to vote by post.

If you plan to attend the meeting

In order to facilitate access to the meeting, you are requested to ask for an admission card:

- If shares held are nominee shares: please tick the A box in the form, date, sign and send it in the enclosed envelop to BNP Paribas Securities Services – G.C.T. Service Assemblées - Les Grands Moulins de Pantin – 9 rue du Débarcadère – 93761 Pantin Cedex. - If shares held are bearer shares: please refer to your financial intermediary which will transmit the « attestation de participation » certificate and the request for an admission form to BNP PARIBAS.

In both cases, BNP PARIBAS Securities Services will send shareholders their admission cards, if requests are received at the latest on May 5, 2011 at 00:00, Paris time.

On the day of the meeting, shareholders will have to show their admission cards. Shareholders who have not received admission cards may: - For nominee shares, be admitted upon showing an ID, - For bearer shares, be admitted, upon showing an ID and an « attestation de participation » certificate issued by their financial intermediaries dating back at least to May 6, 2011.

If you cannot attend the meeting

You may : - EITHER be represented by any physical or legal person of your choice, - OR give proxy to the Chairman of the meeting, - OR vote by post.

Only one of the three options can be chosen on the form attached to the notice of meeting.

40 Shareholders’ meeting – May 11, 2011

- For nominee shares: please tick the B box and the box corresponding to your choice of option (representation by spouse or shareholder, proxy to the Chairman or vote by post), fill in, date and sign the form and then send it, in the attached envelope, to BNP PARIBAS Securities Services – G.C.T. Service Assemblées - Les Grands Moulins de Pantin – 9 rue du Débarcadère – 93761 Pantin Cedex.

- For bearer shares: please contact your financial intermediary to receive the form and, once completed, dated and signed, send it back to your intermediary. Your intermediary will send it to BNP PARIBAS Securities Services with the « attestation de participation » certificate.

Pursuant to Article R. 225-79 of the French Commercial Code, notice of the appointment and dismissal of a proxy may be signified by electronic means, according to the following rules and procedures:

- for nominee shareholders: by sending an e-mail to the following electronic address: [email protected]; they should state their surname, forename, address and their identifier with BNP Paribas Securities Services for nominee shareholders (the information is given in the top left-hand corner of their statement of account), together with the surname, forename (and, if possible the address) of the proxy appointed or dismissed. The shareholder must confirm his/her request on the website: http://securitiesservicces.bnpparibas.com under the heading Planetshares/MyShares. To do this, he/she must log on with his/her usual login information and go to the page "Mon espace actionnaire – Mes Assemblées Générales" (my shareholder space – my Shareholders' General Meetings), then click on the button "désigner ou révoquer un mandat" (appoint or dismiss a proxy);

- for holders of registered or bearer shares: y sending an e-mail to the following electronic address: [email protected]; they should state their surname, forename, address and their identifier with their own financial intermediary for registered shareholders, or for bearer shareholders, their full banking details, together with the surname, forename (and, if possible the address) of the proxy appointed or dismissed. They must then without fail request the financial intermediary managing their securities account to send written confirmation by post to BNP Paribas Securities Services, Service des Assemblées, Grands Moulins de Pantin, 9 rue du Débarcadère, 93761 Pantin Cedex, or by fax to the fax number of the financial intermediary if they know it.

Only proxy appointment or dismissal notifications can only be accepted if they are duly signed, completed and reach us by 6 May 2011. Please note that only appointments or dismissals of proxies should be sent to the electronic address [email protected]. No notification concerning any other subject will be accepted and/or processed.

To be valid, votes by post must be received by BNP PARIBAS Securities Services at least three days prior to the meeting, i.e. on May 6, 2011 at the latest.

* * *

Pursuant to law, we remind you that:

• Any shareholder who has voted by post, sent a proxy or asked for an admission card cannot choose another option to participate to the meeting; • There will be no participation or vote by videoconference or any other telecommunication device for this meeting.

41 Shareholders’ meeting – May 11, 2011

REQUEST FORM FOR DOCUMENTS / DEMANDE D’ENVOI DE DOCUMENTATION (Non compulsory - Pursuant to article R 225-83 of the French Commercial Code)

To be sent to BNP PARIBAS Securities Services G.C.T. Service Assemblées Les Grands Moulins de Pantin – 9 rue du Débarcadère 93761 Pantin Cedex

I the undersigned,

Name and first name …………………………………………………………. Or Company name…………………………………………………………….

Address……………………………………………………………………….

In my capacity of shareholder of ERAMET, having its registered office Tour Maine- Montparnasse – 33, avenue du Maine - 75755 Paris Cedex 15,

Having received the documents relating to the General Shareholders’ meeting to be held on May 11, 2011, pursuant to article R 225-81 of the French Commercial Code, namely: the agenda, draft resolutions and explanations on resolutions, summary of operations for the previous financial year and earnings for the five past financial years, the vote-by-post/vote by proxy form and this request form for documents.

Request that the company sends me a free copy of the documents and information listed in article R 225-83 of the French Commercial Code, before the General Meeting.

Date

Signature

Pursuant to article R 225-88 of the French Commercial Code, owners of registered shares may obtain copies of the documents and information covered by articles R 225-81 and R 225-83 of the French Commercial Code for each subsequent General Meeting by a single request (Article R 225-83 includes notably, according to the agenda of the meeting, information on directors and officers, new candidates as the case may be, the management report, the balance sheet and profit and loss statement, notes to the accounts, the special report of statutory auditors and other reports by the auditors as provided by Law). Should shareholders wish to use this option, this should be indicated on this form.

42 Shareholders’ meeting – May 11, 2011

A public limited company with a share capital of 80 866 071,30 euros. Registered office : Tour Maine-Montparnasse - 33 avenue du Maine - 75755 Paris Cedex 15 632 045 381 RCS Paris

site internet : www.eramet.com