DERICHEBOURG - Universal registration document 2019-2020

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Group management report Statement of extra-financial performance

Statement of extra-financial performance 3.7

The report coveringextra-financialinformationcan be found in chapter 1of this UniversalRegistrationDocument.

Agenda and draft resolutions for the shareholders' 3.8 combined general meeting of February 10, 2021

Delegation of authority to be granted to the Board of Directors to p increase the share capital by incorporation of reserves, profits, premiumsor other amountsthat may be capitalized. Delegationof authority to the Board of Directors to issue Company p shares and/or securities that give access to the Company’s capital and/or debt securities, by way of an offer within the meaning of Article L. 411-2I of the French Monetary and Financial Code, while cancellingpreferentialsubscriptionrights for shareholders. Delegation of authority to be granted to the Board of Directors to p carry out a capital increase reserved for members of a company savingsplan. Amendment of Article 17 of the bylaws to provide for written p consultationwith the directors. Textual references applicable in the event of a change of p codification. Powers for formalities. p Draft resolutions Ordinary resolutions First resolution Approval of the parent company annual financial statements for thefiscal year endedSeptember 30,2020 The shareholders’meeting, voting in accordancewith the quorumand majority requirements for shareholders’ ordinary general meetings, having reviewed the Board of Directors’ report and the independent auditors’ report, approves the parent company annual financial statementsfor the fiscal year ended September 30,2020, as presented, which showa net profit of €41,455,080.60. It also approves the transactionsreflected in these financial statements or summarizedin these reports. Finally, it notes that none of the expenses and charges referred to in Article 39-4of the FrenchGeneral Tax Code arose during the fiscal year endedSeptember 30,2020. Therefore, it grants discharge to the directors for the performanceof their mandatesduring said fiscal year.

Agenda Ordinary resolutions

Approval of the parent companyannual financial statementsfor the p fiscal year ended September 30, 2020 and discharge to the directors. Approval of the consolidatedfinancial statements for the fiscal year p endedSeptember 30,2020. Appropriation of prior-year profit for the fiscal year ended p September 30,2020. Approval of the agreements and commitments referred to in p Article L. 225-38 et seq . of the FrenchCommercialCode. Approval of the compensation policy applicable to corporate p officers. Approval of the information relating to the compensation of p corporateofficersmentionedin I of Article L. 225-37-3of the French CommercialCode. Approval of the elements of compensationowed or granted to Mr. p Daniel Derichebourg,Chairman and Chief Executive Officer, for the fiscal year endedSeptember 30,2020. Approval of the elements of compensationowed or granted to Mr. p Abderrahmane El Aoufir, Deputy CEO, for the fiscal year ended September 30,2020. Authorization to be granted to the Board of Directors to trade in p Companyshares. Extraordinary resolutions Authorization to be given to the Board of Directors to reduce the p share capital by cancelingshares. Delegationof authorityto be grantedto the Board of Directors,for a p period of 26 months, to issue any securities giving immediate or future access to a portion of the Company's share capital, with preferentialsubscriptionrights for shareholders. Delegationof authorityto be grantedto the Board of Directors,for a p period of 26 months,for the purposeof issuing any securitiesgiving immediate or future access to a portion of the Company's share capital, with cancellation of shareholders' preferential subscription rights.

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