Derichebourg // 2020-2021 Universal Registration Document

6

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

Twenty-seventh resolution Amendment of Article 14 of the Company bylaws to determine the conditions under which directors representing employees are appointed in accordance with Article L. 225-27-1 of the French Commercial Code The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, decides to insert new paragraphs into Article 14 of the Company bylaws in order to set the conditions for the appointment of directors representing employees in accordance with the provisions of Article L. 225-27.1 of the French Commercial Code. Article 14 of the Company bylaws will now read as follows:

Previous wording

New wording

ARTICLE 14 – Board of Directors – COMPOSITION

ARTICLE 14 - Board of Directors – COMPOSITION

The Company shall be managed by a Board of Directors made up of at least 3 and no more than 18 members. However, in the event of a merger, this threshold of 18 persons may be exceeded in accordance with the requirements and limits established by the French Commercial Code. Directors are appointed by an Ordinary General Meeting, which may dismiss them at any time. In the event of a merger or demerger, they may be appointed by an Extraordinary General Meeting. Legal entities that are appointed directors shall designate a permanent representative, who shall be subject to the same requirements and obligations as if he/she were a director in his/her own name. An employee of the Company may be appointed as a director only if his/her employment contract is for an actual position. The number of directors bound to the Company by an employment contract shall not exceed one third of the directors in office.

The Company shall be managed by a Board of Directors made up of at least 3 and no more than 18 members. However, in the event of a merger, this threshold of 18 persons may be exceeded in accordance with the requirements and limits established by the French Commercial Code. Directors are appointed by an Ordinary General Meeting, which may dismiss them at any time. In the event of a merger or demerger, they may be appointed by an Extraordinary General Meeting. Legal entities that are appointed directors shall designate a permanent representative, who shall be subject to the same requirements and obligations as if he/she were a director in his/her own name. An employee of the Company may be appointed as a director only if his/her employment contract is for an actual position. The number of directors bound to the Company by an employment contract shall not exceed one third of the directors in office, barring exceptions provided for by law, particularly in the case of directors elected on the proposal of employee shareholders or directors elected by employees or appointed pursuant to Article L. 225-27-1 of the French Commercial Code. Director(s) representing employees. In accordance with legal provisions, when the number of directors, calculated in accordance with Article L. 225-27-1-II of the French Commercial Code, is less than or equal to eight, a director representing employees shall be appointed by the Company’s Social and Economic Committee. In accordance with Article L. 225-28 of the French Commercial Code, directors appointed by the Social and Economic Committee must have an employment contract with the Company or one of its direct or indirect subsidiaries whose registered office is set in France for at least two years prior to their appointment.

DERICHEBOURG 2020/2021 Universal Registration Document 235