Derichebourg // 2020-2021 Universal Registration Document

6

Capital and shareholder structure Share buyback program

Description of the new share buyback 6.6.2 program Legal framework 6.6.2.1 In accordance with Article 241-2 of the French Financial Markets Authority General Regulation and European Regulation (EC) no. 2273/2003 of December 22, 2003, this section presents the purpose and terms of the Company’s share buyback program. This program, which falls under the scope of Article L. 225-209 of the French Commercial Code, shall be subject to approval by the Combined General Meeting of January 27, 2022. Number of shares and portion of share capital 6.6.2.2 held by the Company The Company does not hold any treasury shares. Breakdown of the Company’s own shares, by 6.6.2.3 purpose None. 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; Purpose of the new buyback program 6.6.2.4 The new program’s objectives are:

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, subject to the adoption of the corresponding resolution by the General Meeting; to implement all approved market practices that come to be recognized by law or the French Financial Markets Authority. Maximum portion of share capital, maximum 6.6.2.5 number and characteristics of capital securities and maximum purchase price The maximum portion of share capital authorized to be bought back under the new share buyback program would be 10% of the share capital, i.e. 15,939,748 shares. Derichebourg shares are listed on Compartment B of the Euronext Paris exchange (ISIN code: FR 0000053381). The maximum purchase price would be €20 per share. The maximum expenditure for these purchases would be €318,794,960 representing 10% of the Company’s share capital. Buyback terms 6.6.2.6 The shares may be purchased, sold, exchanged or transferred using any means available in a stock-exchange or over-the-counter transaction, including the use of derivative financial instruments. All of the shares that may be acquired under the buyback program may be purchased or transferred in blocks. These transactions may be made at any time, including during a tender offer.

Duration of the buyback program 6.6.2.7 The term of the program is limited to 18 months from the General Meeting convened to approve the financial statements for the fiscal year ended September 30, 2021, i.e. until July 26, 2023. Results of the Company’s previous share buyback program from February 10, 2021 to December 7, 2021 6.6.2.8 The details of this program at December 7, 2021 are as follows:

Percentage of own share capital owned directly and indirectly

0%

Number of shares canceled during the past 24 months (1)

0 0

Number of shares held in portfolio

Book value of portfolio Market value of portfolio

€0 €0

The 24 months prior to the public presentation of the buyback program. (1)

DERICHEBOURG 2020/2021 Universal Registration Document 221