Derichebourg // 2020-2021 Universal Registration Document

6

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

Twenty-eighth resolution Amendment of Article 34 of the Company bylaws to update the quorum required for Ordinary General Meetings The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Board of Directors’ report, decides to amend Article 34 of the Company bylaws, which will now be drafted as follows:

Twenty-ninth resolution Amendment of Article 36 of the Company bylaws to update the quorum required for Extraordinary General Meetings The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary General Meetings, having reviewed the Board of Directors’ report, decides to amend Article 36 of the Company bylaws, which will now be drafted as follows:

Previous wording

New wording

Previous wording

New wording

ARTICLE 34 – QUORUM AND MAJORITY VOTE AT ORDINARY GENERAL MEETINGS An Ordinary General Meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one quarter of the shares having the right to vote. No quorum is required for a meeting convened pursuant to a second notice. Decisions shall be made by a majority of the votes held by the shareholders present, voting by mail or represented.

ARTICLE 34 – QUORUM AND MAJORITY VOTE AT ORDINARY GENERAL MEETINGS An Ordinary General Meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one fifth of the shares having the right to vote. No quorum is required for a meeting convened pursuant to a second notice. Decisions shall be made by a majority of the votes held by the shareholders present, voting by mail or represented.

ARTICLE 36 – QUORUM AND MAJORITY VOTE AT EXTRAORDINARY GENERAL MEETINGS

ARTICLE 36 - QUORUM AND MAJORITY VOTE AT EXTRAORDINARY GENERAL MEETINGS

Subject to the exceptions specified in the case of certain capital increases and of conversions into another type of company, an Extraordinary General Meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one third of the shares having the right to vote, and pursuant to a second notice, one quarter of the shares having the right to vote. If the latter quorum is not attained, the second meeting may be deferred to a subsequent date no later than two months after the date on which it was convened. To the same exceptions as above, the decisions of an Extraordinary General Meeting shall be made by a two-thirds vote of the shareholders present, voting by mail or represented. If the General Meeting has been convened to deliberate on the approval of a contribution in kind or the granting of a specific benefit, the contributor or beneficiary, whose shares shall not be counted in calculating the quorum or the majority, may not participate in the vote, either on his/her own behalf or as a proxy.

Subject to the exceptions specified in the case of certain capital increases and of conversions into another type of company, an Extraordinary General Meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one quarter of the shares having the right to vote, and pursuant to a second notice, one fifth of the shares having the right to vote. If the latter quorum is not attained, the second meeting may be deferred to a subsequent date no later than two months after the date on which it was convened. To the same exceptions as above, the decisions of an Extraordinary General Meeting shall be made by a two-thirds vote of the shareholders present, voting by mail or represented. If the General Meeting has been convened to deliberate on the approval of a contribution in kind or the granting of a specific benefit, the contributor or beneficiary, whose shares shall not be counted in calculating the quorum or the majority, may not participate in the vote, either on his/her own behalf or as a proxy.

DERICHEBOURG 2020/2021 Universal Registration Document 237

Made with FlippingBook - Online catalogs