Derichebourg // 2020-2021 Universal Registration Document

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

companies whose shares are admitted to trading on a regulated market of a State party to the Agreement on the European Economic Area or a member of the Organization for Economic Cooperation and Development; 2. resolves that the maximum nominal amount of capital increases of the Company 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 relevant 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 carried out pursuant to this delegation shall be deducted from the ceilings referred to in the 23 rd resolution of this General Meeting; 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. notes that 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; 8. 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; 9. resolves that the Board of Directors shall have full powers to implement this delegation, primarily for the following purposes: set the exchange ratio and, where applicable, the amount of the ● cash balance to be paid,

generally take all necessary measures and enter into all agreements ● to successfully complete the transactions contemplated by this resolution; 15. resolves that this delegation is granted to the Board of Directors for a period of eighteen (18) months from the date of this General Meeting. Twenty-second 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 equity securities with cancelation of shareholders' preferential subscription rights giving access to other equity securities or giving entitlement to the allocation of debt securities intended to remunerate the securities contributed under public exchange offers initiated by the Company 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, L. 225-129-2, L. 22-10-54, L. 228-91 et seq. of the French Commercial 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, the issue 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 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 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 granting entitlement to the allocation of debt securities of any other company, (v) any other regulated securities governed by Articles L. 228 91 et seq . of the French Commercial Code (including warrants or purchase warrants issued independently), giving access to equity securities to be issued by the Company or by a company in which the Company directly or indirectly owns more than half of the share capital at the date 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 the Company's ordinary shares to be issued, or other securities referred to above, for the purpose of remunerating securities contributed to any public offering including an exchange component initiated by the Company in France or abroad, on securities of

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