Derichebourg // 2020-2021 Universal Registration Document

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

8. resolves that the issue price of the securities giving access to the share capital will be determined under the conditions set by Article L. 3332-21 of the French Labor Code; the discount may nevertheless reach 40% when the period of unavailability provided for by the plan pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to 10 years; 9. resolves that the Board of Directors shall have full powers to implement this delegation, primarily for the following purposes: determine the scope of companies and groups whose employees ● may benefit from the issues, set the terms and conditions for joining the Group's Company ● Savings Plan (PEE), and establish or amend its rules, determine the conditions, particularly as regards seniority, that the ● beneficiaries of the issues must fulfill, set the opening and closing dates of the subscription and the issue ● price of the securities, in the event of a free allocation of shares and/or securities giving ● access to the share capital, proceed, within the limits set by Article L. 3332-18 et seq. of the French Labor Code, with the allocation of bonus shares or securities giving access to the share capital and set the type and amount of reserves, profits or premiums to be incorporated into the share capital, determine the number of new shares to be issued and the reduction ● rules applicable in the event of an oversubscription, set the conditions, schedules and terms of the issues, determine the ● type and characteristics of the securities to be issued (and amend them during their life, in compliance with the applicable formalities), and carry out all transactions which are necessary or useful for the issue 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); make any adjustments required by applicable laws, regulations or contractual provisions to take into account the impact of transactions on the Company's share capital, at its sole initiative, record the completion of the capital increases and amend the ● Company bylaws accordingly, 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, and generally take all necessary measures and enter into all agreements ● to successfully complete the transactions contemplated by this resolution; 10. 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.

3. resolves that the maximum nominal amount of the capital increases that may be carried out under this delegation, including those resulting from shares or securities giving access to the share capital that may be allocated free of charge in total or partial replacement of the discount under the conditions set by Article L. 3332-18 et seq . of the French Labor Code, is set at 3% of the amount of the share capital reached at the time of the Board of Directors' decision to carry out this increase, to which will be added, if applicable, the nominal amount of the 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 with applicable contractual provisions; 4. resolves that the maximum nominal amount of the issues of securities representing receivables on the Company that may be issued pursuant to this delegation is set at 3% of the amount of the share capital reached at the time of the Board of Directors' decision to carry out this increase, 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 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; 6. resolves to cancel shareholders' preferential subscription rights to shares and other securities that may be issued by the Company under this resolution, for the benefit of members of the Company Savings Plans 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 of Article L. 3344-1 of the French Labor Code; 7. resolves that the issue price of the new ordinary shares that may be issued under this delegation shall be determined under the conditions provided for in Articles L. 3332-18 et seq. of the French Labor Code, and may not be higher than the average of the first listed prices of the Company's shares on Euronext Paris during the 20 trading days preceding the date of the Board of Directors' decision setting the opening date for the subscription, nor more than 30% lower than this average (or 40% lower if the period of unavailability provided for by the plan pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to 10 years); it being specified that the Board of Directors may, within the legal and regulatory limits, if necessary, reduce or remove the discount that may be used to apply, in particular, the legal and tax regimes applicable outside France or choose to fully or partially replace this maximum discount of 30% (or 40% if the period of unavailability provided for by the plan pursuant to Articles L. 3332-25 and L. 3332-26 of the French Labor Code is greater than or equal to 10 years) with the allocation of free shares and/or securities giving access to the share capital, it being understood that the benefit resulting from this allocation may not exceed the legal and regulatory limits applicable under the terms of Articles L. 3332-10 et seq . of the French Labor Code;

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