Derichebourg // 2020-2021 Universal Registration Document

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

Twentieth resolution 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 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 Articles L. 225-147, L. 225-147-1 and L. 22-10-53 et seq. of the French Commercial Code: 1. delegates to the Board of Directors its authority to decide and proceed on one or more occasions, in the proportions and at the times it will determine, 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, on the issue of, with cancelation of Company shareholders' preferential subscription rights (i) ordinary shares of the Company and/or (ii) securities that are equity securities of the Company giving access by any means, immediately and/or in the future, to new or existing ordinary shares of the Company, as consideration for contributions in kind granted to the Company and consisting of equity securities or securities giving access to the share capital of another company, when the provisions of Article L. 22-10-54 of the French Commercial Code are not applicable; 2. resolves that the maximum nominal amount of the capital increases that may be carried out immediately or in the future, pursuant to this delegation, may not exceed ten percent (10%) of the Company's share capital at the time of the decision to issue. If applicable, the nominal amount of shares to be issued will be added to this amount to preserve the rights of holders of securities or holders of other rights giving access to the Company's share capital in accordance with laws and regulations and with the applicable contractual provisions; 3. resolves that the maximum nominal amount of the issues of securities representing receivables on the Company that may be issued under this delegation is set at five hundred million euros (€500,000,000) or the equivalent value of this amount in any other currency or unit of account established by reference to several currencies on that date; 4. resolves that the nominal amount of the Company's capital increases and the nominal amount of the issues of securities representing receivables on the Company that may be carried out pursuant to this delegation shall be deducted from the ceilings referred to in the 23 rd resolution of this General Meeting;

the above terms, during the life of the securities in question, in accordance with the necessary formalities, determine how shares and other issued securities should be paid up, ● and set out the option to suspend the exercise of share allocation rights attached to securities to be issued, for a period of no more than three months, set the terms and conditions under which the rights of holders of ● securities giving future access to the share capital will be protected, in accordance with the relevant laws and regulations, set the conditions for allocating and exercising warrants, ● take all measures and carry out all necessary formalities to have the ● shares, securities or warrants created to be issued for trading on a regulated market, charge, at its sole initiative, the costs of the share capital increases to ● the amount of the related premiums and deduct from this amount the sums necessary to increase the legal reserve to one tenth of the new share capital after each increase, record the completion of the capital increases, amend the Company ● bylaws accordingly and complete all necessary formalities, and generally take all necessary measures and enter into all agreements ● to successfully complete the transactions contemplated by this resolution; 13. authorizes the Board of Directors, in the event of this resolution being implemented, to set the issue price of the shares and securities that may be issued pursuant to said resolutions, as follows: the issue price for each of the Company's shares must be at least ● equal to the weighted average of the prices of the last three trading days of the Company on the Euronext Paris regulated market preceding the start of the offering, possibly reduced by a maximum discount of 10%, the issue price of the securities giving immediate or future access to ● the share capital will be such that the amount received immediately by the Company plus, where applicable, that likely to be received subsequently by the Company is, for each share issued in consequence of the issue of these securities, at least equal to the amount referred to in the preceding section chosen by the Board of Directors; 14. resolves that the maximum nominal amount of capital increases resulting from the implementation of this resolution may not exceed ten percent (10%) of the share capital per year; 15. resolves that this delegation is granted to the Board of Directors for a period of twenty-six (26) months from the date of this General Meeting.

DERICHEBOURG 2020/2021 Universal Registration Document 228