Derichebourg // 2020-2021 Universal Registration Document

6

Capital and shareholder structure Agreements entered into by the Company which are amended or end in the event of a change of control

Agreements entered into by the Company which 6.5 are amended or end in the event of a change of control

Significant agreements that would be likely to come to an end in the event of a change of control at the Company are as follows: syndicated loan agreement of March 2020; loan agreement for €130 million signed on July 19, 2019.

For the Green Bond issued in June 2021, bondholders have the option of requesting early redemption in the event of a change of control.

Share buyback program 6.6

Assessment of the share buyback 6.6.1 program The Combined General Meeting of February 10, 2021 authorized the Board of Directors to buy back the Company’s shares for up to a maximum of 10% of the share capital, i.e. 16,387,878 shares, at a maximum price of €20 per share. This authorization was granted for a period of 18 months, i.e. until August 9, 2022, and mainly for the following purposes: to stimulate the market or market liquidity of Derichebourg stock through a liquidity contract entered into with an investment service provider, in compliance with the AMAFI ethics charter approved by the French Financial Markets Authority; to grant shares to employees, in accordance with legal requirements and generally within the framework of a profit sharing or company savings plan;

to purchase shares for subsequent use in exchange or as payment for acquisitions; to deliver shares when exercising rights attached to securities providing access to share capital via reimbursement, conversion, exchange, presentation of a warrant or via any other means; to cancel the bought-back shares, under the conditions stipulated by law. The same General Meeting authorized the Board of Directors to reduce the share capital, in one or more transactions, by canceling the shares thus purchased, subject to a maximum of 10% of the share capital per 24-month period; to implement all approved market practices that come to be recognized by law or the French Financial Markets Authority. The Company did not use this authorization during the year. The Company does not hold any treasury shares as at September 30, 2021 and the market value of the portfolio at September 30, 2021 was zero.

Delivery of shares upon the exercise of rights attached to securities giving access to the share capital Cancelation

Stock options granted Acquisitions

Liquidity contract

Total

Position at September 30, 2020

159,397,489

0

0

0

0

0

0

As % of capital

0%

0%

0%

0%

0%

0%

Allocation to stock-options granted other Stock options exercised Purchases

0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

0 0 0 0

Sales

Cancelations

Position at September 30, 2021

159,397,489

As % of capital

0%

0%

0%

0%

0%

0%

DERICHEBOURG 2020/2021 Universal Registration Document 220