Derichebourg // 2020-2021 Universal Registration Document

6

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

access to the Company's share capital, in accordance with laws and regulations and, where applicable, the relevant contractual provisions; 2. resolves that the total nominal amount of the issues of securities representing receivables on the Company that may be issued pursuant to the delegations of authority granted to the Board of Directors pursuant to the 19 th , 20 th , 21 st , 22 nd and 24th resolutions, and pursuant to the 11 th and 12 th resolutions of the General Meeting of February 10, 2021, may not exceed 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. Twenty-fourth resolution Delegation of authority to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of issuing shares and/or equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to the Company's share capital up to a limit of 3% of the share capital with cancelation of shareholders' preferential subscription rights in favor of members of the Group's Company Savings Plan(s) 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. 225-129, L. 225-129-2, L. 225-138, L. 225-138-1, L. 228-91 and L. 228-92 of the French Commercial Code and L. 3332-1 et seq . of the French Labor Code, and also to comply with the provisions of Article L. 225-129-6 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, with the issue of (i) ordinary shares of the Company, (ii) securities which are equity securities giving access to other equity securities or to the allocation of debt securities and/or securities giving access to the Company's share capital, reserved for members of one or more Company Savings Plans (PEE) set up within the Company and/or related companies and groups as defined by the provisions of Article L. 225-180 of the French Commercial Code and Article L. 3344-1 of the French Labor Code; 2. resolves that the Board of Directors may also decide, and proceed with the aforementioned capital increases, to allocate free preference shares or any other securities giving access to the Company's share capital, to the benefit of members of one or more Company Savings Plans (PEE) set up within the Company and/or related companies and groups as defined by the provisions of Article L. 225-180 of the French Commercial Code. and Article L. 3344-1 of the French Labor Code, in total or partial replacement of the discount referred to in section 7 below, under the conditions set by Article L. 3332-18 et seq . of the French Labor Code, it being specified as necessary that the Board of Directors may replace all or part of this capital increase with the sale, under the same conditions, of shares already issued by the Company;

record the number of shares contributed to the exchange as well as ● the number of ordinary shares or securities to be created as remuneration, record the difference between the issue price of the new ordinary ● shares and their nominal value on the liabilities side of the balance sheet in a "contribution premium" account, to which all shareholders' rights will apply, set the conditions, schedules and terms of the issues, determine the ● type and characteristics of the securities to be issued (and if necessary, amend them during their life, in accordance with the relevant formalities); decide, in the case of securities representing receivables that may be issued under this delegation, whether or not they are subordinated, their term (which may be fixed or indefinite), the interest rate, and the price of the fixed or variable repayment with or without a premium, the terms and conditions of amortization and the general terms and conditions, carry out all transactions necessary or useful for the issuance of ● securities pursuant to this delegation (including shares resulting from the exercise of a right under the provisions of Articles L. 228-91 and L. 228-93 of the French Commercial Code), 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, 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 and amend the ● Company bylaws accordingly, generally take all necessary measures and enter into all agreements ● to successfully complete the transactions contemplated by this resolution; 10. resolves that this delegation of authority is granted to the Board of Directors and is valid, from the date of this General Meeting, for a period of twenty-six (26) months from the date of this General Meeting. Twenty-third resolution Setting of the overall ceilings for capital increases and the issuance of securities representing receivables of the Company under delegations of authority and powers The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Board of Directors' report: 1. resolves that the total nominal amount of capital increases that may be carried out immediately or in the future by issuing shares or securities giving access to the share capital pursuant to the delegations of authority granted to the Board of Directors, pursuant to the 19 th , 20 th , 21 st , 22 nd and 24 th resolutions, and pursuant to the 11 th and 12 th resolutions of the General Meeting of February 10, 2021, may not exceed fifty million euros (€50,000,000), to which, if applicable, the nominal amount of the shares to be issued will be added to preserve the rights of the holders of securities or holders of other rights giving

DERICHEBOURG 2020/2021 Universal Registration Document 232