Derichebourg // 2020-2021 Universal Registration Document

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

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. 225-138, and L. 228-91 et seq . of the French Commercial Code: 1. delegates to the Board of Directors its authority to decide to 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, 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 or future equity securities 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 at the time of issue (iv) securities that are equity securities of the Company giving access to existing equity securities or giving entitlement to the allocation of 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, by companies in which the Company directly or indirectly owns more than half of the share capital at the time of issue, securities giving access to ordinary shares to be issued by the Company or other securities referred to above, for the benefit of the categories of shareholders referred to in section 7 of this resolution; 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 under this delegation is set at fifty million euros (€50,000,000), to which will be added, where applicable, the nominal amount of 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 laws and regulations and, where applicable, the applicable contractual provisions; 5. 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;

5. resolves to cancel shareholders' preferential subscription rights to shares and other securities that may be issued by the Company under this resolution; 6. 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 entitlement; 7. resolves that the Board of Directors shall have full powers to implement this delegation, primarily for the following purposes: rule, based on the report of the Statutory Auditor(s) mentioned in ● sections 1 and 2 of Article L. 22-10-53 of the French Commercial Code, on the valuation of the contributions and the granting of specific benefits and their values, decide on the issue in consideration for the contributions and ● determine the securities to be issued, approve the list of securities contributed, approve the valuation of ● the contributions, set the conditions for the issue of the securities in consideration for the contributions, and, where applicable, the amount of the balance to be paid, set the terms and conditions under which the rights of holders of ● securities giving access to the share capital will be protected, 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, ensure, where applicable, that the shares or securities to be issued ● are traded on a regulated market, record the definitive completion of the capital increases carried out ● pursuant to this delegation, amend the Company bylaws carry out all formalities and declarations and request any authorizations that may prove necessary to carry out these contributions and, generally, do whatever is necessary, and generally take all necessary measures and enter into all agreements ● to successfully complete the transactions contemplated by this resolution; 8. 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. Twenty-first resolution 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 The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having

DERICHEBOURG 2020/2021 Universal Registration Document 229