Derichebourg // 2020-2021 Universal Registration Document

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

Sixteenth resolution Setting the amount of fixed remuneration awarded to directors The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Board of Directors’ report, decides to set the amount of fixed remuneration awarded to directors at €180,000 for the current fiscal year, and for each subsequent fiscal year until further notice. Seventeenth resolution Authorization to be granted to the Board of Directors to trade in Company shares The General Meeting, voting in accordance with the quorum and majority requirements for Ordinary General Meetings, having reviewed the Board of Directors’ report: 1. authorizes the Board of Directors, in accordance with the provisions of Articles L. 22-10-62 et seq . of the French Commercial Code, to acquire Company shares up to a limit of 10% of the number of shares comprising the share capital; this limit applies to the date on which the purchases are made. Shares may be acquired, sold or transferred at any time, including during public offer periods, on one or several occasions and by any means, on the market or by private contract, including blocks of shares (with no limit on volume), in accordance with the regulations in force. These transactions may be made at any time, subject to the abstention periods provided for in the legal and regulatory provisions; 2. resolves that the Company shares, within the limits fixed above, can be purchased: 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 ethical 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 reduce the share capital through the cancelation of shares under ● the conditions stipulated by law, subject to the adoption of the tenth resolution submitted to the General Meeting for approval, to implement all approved market practices that come to be ● recognized by law or the French Financial Markets Authority;

3. resolves that the maximum purchase price for each share be set at €20, excluding acquisition expenses. Therefore, the maximum amount that the Company is likely to pay in the event of a purchase at the maximum price of €20 would total €318,794,960, based on the share capital at September 30, 2021; 4. resolves that the share purchase price will be adjusted by the Board of Directors in the event of financial transactions involving the Company under the conditions provided for in the regulations in force; 5. resolves that this authorization is granted for a term of 18 months from the date of the present General Meeting. It supersedes the authorization granted under the ninth resolution of the Combined General Meeting of February 10, 2021. Extraordinary resolutions Eighteenth resolution Authorization to be given to the Board of Directors to reduce the share capital by canceling shares The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with the provisions of Article L. 22-10-62 of the French Commercial Code, authorizes the Board of Directors to, on its own decision, on one or several occasions, reduce the share capital within a limit of 10% of the Company’s share capital per 24-month period, by canceling shares that the Company holds or may hold following purchases made as part of the share purchase program authorized under the seventeenth resolution submitted to the present meeting or share purchase programs authorized before or after the date of the present Meeting. The General Meeting grants full powers to the Board of Directors, with the possibility to delegate under the conditions provided for by law, to perform these transactions within the limits and at the times it determines, to fix the terms and conditions for said transactions and perform all necessary deductions from reserves, earnings or premiums, to record said transactions and to modify the bylaws accordingly and in general make all decisions and perform all formalities. This authorization is granted for a period of 18 months from the date of this General Meeting. It supersedes the authorization granted under the tenth resolution of the Combined General Meeting of February 10, 2021. Nineteenth resolution 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 The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Board of Directors' report and the Statutory Auditors' special report, having noted that the share capital is fully paid up and in accordance with the provisions of Articles L. 225-129 et seq ., L. 22-10-51 and L. 22-10-52

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