Derichebourg // 2020-2021 Universal Registration Document

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and shareholder structure Combined General Meeting of January 27, 2022

of the French Commercial Code and L. 228-91 et seq . of said Code, as well as the provisions of Article L. 411-2.-1° of the French Monetary and Financial Code: 1. delegates to the Board of Directors its authority to decide and proceed with, on one or more occasions, in the proportions and at the times it determines, including during pre-public offerings and public offerings for shares of the Company, both in France and abroad, in euros or in a foreign currency or unit of account established by reference to several currencies, within the framework of an offering referred to in Article L. 411-2, 1° of the French Monetary and Financial Code, the issue, with cancelation of the preferential subscription rights of the Company's shareholders, of (i) ordinary shares of the Company, (ii) securities that are equity securities of the Company giving access to other existing or future equity securities of the Company and/or giving entitlement to the allocation of existing or future debt securities of the Company, (iii) securities that are equity securities of the Company giving access to other existing equity securities or equity securities to be issued and/or giving entitlement to the allocation of existing or future debt securities of companies in which the Company directly or indirectly holds more than half of the share capital (iv) securities that are equity securities of the Company giving access to existing equity securities or debt securities of any other company (v) any other securities governed by Articles L. 228-91 et seq . of the French Commercial Code (including subscription warrants or purchase warrants issued independently), giving access to equity securities to be issued by the Company or of a company in which the Company directly or indirectly owns more than half of the share capital at the time of issue, under the terms and conditions determined by the Board of Directors, and/or (vi) ordinary shares or securities referred to in the previous sections to be issued following the issue, in which the Company directly or indirectly owns more than half of the share capital at the time of issue, or securities giving access to ordinary shares to be issued by the Company or other securities referred to above; 2. resolves that the shares and other securities set out by section 1 of this resolution will be paid in cash, or by offsetting against the Company's liquid and payable receivables, by decision of the Board of Directors; 3. resolves that preference shares and securities which grant immediate or future access to preference shares are excluded from this delegation; 4. resolves that the maximum nominal amount of capital increases that may be carried out immediately and/or in the future, pursuant to this delegation of authority is set at fifty million euros (€50,000,000), to which will be added, where applicable, the nominal amount of the shares to be issued to preserve the rights of holders of securities or holders of other rights giving access to the Company's share capital, in accordance with legal and regulatory provisions and, where applicable, the relevant contractual provisions, it being specified that the capital increases likely to be carried out, immediately or in the future under this delegation, may not exceed twenty percent (20%) of the share capital per year, it being specified that this limit applies to an amount of the share capital which will, if necessary, be adjusted to take into account transactions affecting the share capital subsequent to this General Meeting; 5. resolves that the maximum nominal amount of the issues of securities representing receivables of the Company that may be issued under this delegation may not exceed five hundred million euros (€500,000,000) or the equivalent value thereof in any other currency or in a unit of account established by reference to several currencies, on the date in question;

6. resolves that the nominal amount of the Company's capital increases and the nominal amount of the issues of securities representing receivables of the Company carried out pursuant to this delegation shall be deducted from the ceilings referred to in the 23 rd resolution of this General Meeting; 7. resolves to cancel shareholders' preferential subscription rights to shares and other securities that may be issued by the Company under this resolution; 8. resolves that, if subscriptions on an irreducible or, where relevant, a reducible basis do not absorb all shares and securities, the Board of Directors may use one of the options set out below, in the order that it deems appropriate: limit the issue to the amount of subscriptions on condition that this ● amounts to at least three-quarters of the issue decided upon; and/or freely distribute all or part of the unsubscribed shares or securities to ● the people of its choice; 9. notes that in the event of use of this delegation, the decision to issue securities giving access to equity securities to be issued by a company in which the Company will directly or indirectly hold more than half of the share capital at the date of issue, will require the authorization of said company's Extraordinary General Meeting; 10. notes and resolves, where applicable, that this delegation automatically entails, in favor of the holders of securities that may be issued, under this delegation, the waiver by the shareholders of their preferential subscription rights to the shares to be issued by the Company to which these securities give immediate or future rights; 11. notes that, if this delegation is used, the issue by companies in which the Company directly or indirectly owns more than half of the share capital at the time of issue, of securities giving access to ordinary shares to be issued by the Company or other securities referred to in section 1 above, shall entail, for the benefit of the holders of these securities, the express waiver by the shareholders of their preferential subscription rights to the shares or securities referred to above, to which the securities issued by these companies entitle them, and to the shares to be issued by the Company to which these securities entitle them; 12. resolves that the Board of Directors shall have full powers to implement this delegation, primarily for the following purposes: rule on issue prices and terms, set amounts to be issued and the ● date of possession of securities to be issued, determine the dates and terms of the issue, the type, number and ● characteristics of the securities to be created; furthermore, decide whether any bonds or other debt securities are subordinated (including securities which grant an entitlement to debt securities as set out by Article L. 228-91 of the French Commercial Code), set their interest rates and, where relevant, provide for mandatory or optional periods in which interest is suspended or not paid, and how long these periods should last (may be fixed or indefinite), as well as the option to reduce or increase the nominal amount of securities, and other issue and amortization terms; where relevant, these securities may have attached warrants which grant an allocation, acquisition or subscription right to securities representing receivables, or could provide the Company with the option to issue debt securities (equivalent or non-equivalent) for interest payments suspended by the Company, or they could take the form of complex debt instruments as defined by the stock market authorities; amend

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