DERICHEBOURG - Universal registration document 2019-2020

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

net profit for the fiscal year ended September 30,2020 in the amount of €41,455,080.60as follows:

Second resolution Approval of the consolidatedfinancial statements for the fiscal year endedSeptember 30,2020 The shareholders’meeting, voting in accordancewith the quorumand majority requirements for shareholders’ ordinary general meetings, having reviewed the Group managementreport (included in the Board of Directors’ management report) and the independent auditors’ report, approves the consolidated financial statements for the fiscal year ended September 30,2020, as presented,which show a profit of €21.3 million(attributable to shareholders) as well as the transactions reflected in these financial statements and summarized in these reports.

Origin Net profit for the year

€41,455,080.60

Retainedsurplus

€295,097,172.47 €336,552,253.07

Distributableearnings

Appropriation Retainedearnings

€336,552,253.07 €336,552,253.07

Total

Third resolution Appropriationof profit

In accordance with the provisions of Article 243 bis of the French General Tax Code, the shareholders’meeting notes that the following dividendswere distributedfor the three previousfiscal years:

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

Fiscal years

Total dividend (1)

Dividend per share

2016/2017 2017/2018 2018/2019

€22,943,029.20 €22,943,029.20 €17,533,723.79

€0.14 €0.14 €0.11

Of which dividends on own shares. (1)

In accordance with Article 158-3-2of the French General Tax Code, individuals resident for tax purposes in France were entitled to a 40% allowanceon dividendspaid in respect of the last three fiscal years. Fourth resolution Approval of the agreements and commitments referred to in Article L. 225-38 et seq . of the FrenchCommercialCode The shareholders'meeting, voting in accordancewith the quorumand majority requirements for shareholders’ ordinary general meetings, having reviewed the independent auditors’ special report on the agreementsand commitmentsreferredto in Article L. 225-38 et seq . of the French Commercial Code, approves the said report, notes the information on the agreements concluded and commitments made during the previous fiscal years covered by this report, and notes that no new agreements were signed during the fiscal year ended September 30,2020. Fifth resolution Approval of the compensation policy applicable to corporate officers The shareholders'meeting, voting in accordancewith the quorumand majority conditions required for ordinary general meetings, having reviewed the Board of Directors' report on corporate governance, approves, in accordance with Article L. 225-37-2 of the French Commercial Code, the compensationpolicy for corporate officers as described in the corporate governance report included in the 2019/2020 UniversaRl egistration Document.

Sixth resolution Approval of the information relating to the compensation of corporateofficers mentionedin I of Article L. 225-37-3of the FrenchCommercialCode The shareholders'meeting, voting in accordancewith the quorumand majority conditions required for ordinary general meetings, approves, pursuant to Article L. 225-100-IIof the French Commercial Code, the information referred to in I of Article L. 225-37-3 of the French Commercial Code mentioned in the corporate governance report includedin the 2019/2020UniversalRegistrationDocument. Seventh resolution Approval of the elements of compensation owed or granted to Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, for the fiscal year endedSeptember 30,2020 The shareholders'meeting, voting in accordancewith the quorumand majority conditions required for ordinary general meetings, on the proposal of the Board of Directors, approves, in accordance with Article L. 225-100of the French CommercialCode, the fixed, variable and exceptionalitemsmakingup the total compensationand benefitsof any kind paid during the past fiscal year or granted in respect of the fiscal year ended September 30, 2020 to Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, as presented in the corporate governance report included in the 2019/2020 Universal Registration Document.

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