DERICHEBOURG - Universal registration document 2018-2019

3

Group management report Statement of extra-financial performance

Statement of extra-financial performance 3.7

The report covering extra-financial information can be found in chapter 1 of this Universal Registration Document.

Agenda and draft resolutions submitted to the shareholders’ 3.8 combined general meeting of January 31, 2020

Agenda Ordinary resolutions

Draft resolutions Ordinary resolutions First resolution Approval of the parent company annual financial statements for the fiscal year ended September 30, 2019 The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ report, approves the parent company annual financial statements for the fiscal year ended September 30, 2019, as presented, which show a net profit of €28,566,965.79. It also approves the transactions reflected in these financial statements or summarized in these reports. Finally, it notes that none of the expenses and charges referred to in Article 39-4 of the French General Tax Code arose during the fiscal year ended September 30, 2019. Therefore, it grants discharge to the directors for the performance of their mandates during said fiscal year. Second resolution Approval of the consolidated financial statements for the fiscal year ended September 30, 2019 The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, having reviewed the Group management report (included in the Board of Directors’ management report) and the Statutory Auditors’ report, approves the consolidated financial statements for the fiscal year ended September 30, 2019, as presented, which show a profit of €55.6 million (attributable to Company shareholders) as well as the transactions reflected in these financial statements and summarized in these reports.

Approval of the parent company annual financial statements for the p fiscal year ended September 30, 2019 and discharge to the directors. Approval of the consolidated financial statements for the fiscal year p ended September 30, 2019. Allocation of income for the fiscal year ended September 30, 2019. p Approval of the agreements and commitments referred to in p Article L. 225-38 et seq . of the French Commercial Code. Approval of the elements of remuneration owed or granted to p Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, for the fiscal year ended September 30, 2019. Approval of the elements of remuneration owed or granted to p Mr. Abderrahmane El Aoufir, Deputy CEO, for the fiscal year ended September 30, 2019. Renewal of the term of office as joint Principal Statutory Auditors of p DENJEAN & ASSOCIÉS AUDIT. Non-renewal and non-replacement of the appointment as joint p Alternate Statutory Auditor of Mr. Mark Bathgate. Authorization to be granted to the Board of Directors to trade in p Company shares. Extraordinary resolutions Authorization to be given to the Board of Directors to reduce the p share capital by canceling shares. Extension of the Company's duration and corresponding p amendment to Article 5 of the bylaws. Removal of the mention of attendance fees and corresponding p amendment to Article 20 of the bylaws. Powers for formalities. p

Third resolution Allocation of income

The shareholders’ meeting, acting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, upon a proposal from the Board of Directors, resolves to allocate the

DERICHEBOURG p 2018/2019 Universal Registration Document 114