Derichebourg // 2020-2021 Universal Registration Document

6

Capital and shareholder structure Combined General Meeting of January 27, 2022

Combined General Meeting of January 27, 2022 6.8

Agenda 6.8.1 Ordinary resolutions Approval of the annual financial statements for the fiscal year ended September 30, 2021 and discharge to the directors. Approval of the consolidated financial statements for the fiscal year ended September 30, 2021. Appropriation of prior-year profit for the fiscal year ended September 30, 2021. Approval of the agreements referred to in Article L. 225-38 et seq . of the French Commercial Code. Approval of the compensation policy applicable to the Chairman and Chief Executive Officer. Approval of the compensation policy applicable to the Deputy Chief Executive Officer. Approval of the compensation policy applicable to corporate officers. Approval of the information relating to the remuneration of corporate officers mentioned in Article L. 22-10-9 of the French Commercial Code. Approval of the elements of remuneration owed or granted to Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, for the fiscal year ended September 30, 2021. Approval of the elements of remuneration owed or granted to Mr. Abderrahmane El Aoufir, Deputy Chief Executive Officer, for the fiscal year ended September 30, 2021. Renewal of the term of office of Mr. Daniel Derichebourg. Renewal of the term of office of Mr. Matthieu Pigasse. Renewal of the term of office of Mrs. Françoise Mahiou. Non-renewal of the term of office of Mr. Bernard Val. Appointment of a new director. Setting the amount of directors’ fees. Authorization to be granted to the Board of Directors to trade in Company shares. Extraordinary resolutions Authorization to be given to the Board of Directors to reduce the share capital by canceling shares. Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of deciding the issue of ordinary shares and/or equity securities giving access to other equity securities or granting entitlement to the allocation of debt securities, and/or securities giving access to equity securities to be issued, of the Company or a related company, with cancelation of shareholders’ preferential subscription rights, within the framework of a public offering referred to in Article L. 411-2 1° of the French Monetary and Financial Code.

Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of issuing Company shares and/or securities giving access to the Company’s share capital as consideration for contributions in kind of equity securities or securities giving access to the Company’s share capital, up to a maximum of 10% of the share capital. Delegation of authority to be granted to the Board of Directors, for a period of eighteen months, to issue ordinary shares and/or equity securities giving access to other equity securities or giving entitlement to the allocation of debt securities and/or securities giving access to equity securities to be issued, of the Company or of a related company, with cancelation of shareholders' preferential subscription rights in favor of a specific category of investors. Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of issuing Company shares and/or equity securities with cancelation of shareholders' preferential subscription rights giving access to other equity securities or giving entitlement to the allocation of debt securities intended to remunerate the securities contributed under public exchange offers initiated by the Company. Setting of the overall ceilings for capital increases and the issuance of securities representing receivables of the Company under delegations of authority and powers. Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of issuing shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to the Company’s share capital up to a limit of 3% of the share capital with cancelation of shareholders’ preferential subscription rights in favor of members of the Group's Company Savings Plan(s). Change in the age limit of directors. Change in the age limit of the Chairman of the Board of Directors. Amendment of Article 14 of the Company bylaws to determine the conditions under which directors representing employees are appointed in accordance with Article L. 225-27-1 of the French Commercial Code. Amendment of Article 34 of the Company bylaws to update the quorum required for Ordinary General Meetings. Amendment of Article 36 of the Company bylaws to update the quorum required for Extraordinary General Meetings. Amendment of Article 37 of the Company bylaws to update the quorum required for special meetings. Powers for formalities.

DERICHEBOURG 2020/2021 Universal Registration Document 223