Derichebourg // 2020-2021 Universal Registration Document

6

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

12. resolves that the price of the Company's ordinary shares to be issued or to which the securities to be issued under this delegation are likely to entitle the holder shall be at least equal to the weighted average of the share price of the Company listed on Euronext Paris during the three trading sessions preceding its setting, possibly reduced by a maximum discount of five percent (5%); 13. resolves that the issue price of the securities giving immediate or future access to the share capital shall be such that the sum received immediately by the Company, plus, where applicable, that likely to be received by it subsequently, i.e. for each share issued as a result of the issue of these securities, is at least equal to the minimum subscription price defined in the previous section; 14. resolves that the Board of Directors shall have full powers to implement this delegation, primarily for the following purposes: determine the list of beneficiaries within the categories referred to ● above and the number of shares to be allocated to each of them, 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 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, 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, set the conditions for allocating and exercising warrants, ● 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, proceed with all adjustments required by the applicable laws, ● regulations or contractual provisions to take into account the impact of transactions on the Company's capital, record the completion of the capital increases and amend the ● Company bylaws accordingly, and

6. 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 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 the shares and other securities that will be issued pursuant to this delegation and to reserve the right to subscribe them to the following categories of persons: to one or more French or foreign investment companies or ● investment funds (i) investing primarily in the sector, or having invested more than €5 million in the 24 months preceding the capital increase in question, in the Environmental Services, Business Services or Public Sector Services segments, and (ii) investing for a unit subscription amount of more than €100,000 (issue premium included), and/or to one or more strategic partners of the Company, located in France ● or abroad, having entered into or due to enter into one or more commercial partnership agreements (development, co-development, distribution, etc.) with the Company (or a subsidiary) and/or to one or more companies that these partners control, which control these partners or which are directly or indirectly controlled by the same persons or entities as these partners, as defined by Article L. 233-3 of the French Commercial Code, any person or entity, including suppliers or bondholders of the ● Company, holding a certain, liquid and payable claim on the Company; 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 and resolves 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; 10. 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 thus issued by these companies will give entitlement, and to the Company's shares to be issued to which these securities give entitlement; 11. notes that in the event of use of this delegation of authority, the decision to issue securities giving access to equity securities to be issued by a company in which the Company will directly or indirectly own more than half of the share capital at the date of issue, will require the authorization of said company's Extraordinary General Meeting;

DERICHEBOURG 2020/2021 Universal Registration Document 230