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

to reduce the share capital through the cancellation of shares ● under the conditionsstipulatedby law, subject to the adoptionof the tenth resolution submitted to the shareholders’meeting for approval, to implement all approved market practices that come to be ● recognizedby law or the French securitiesregulator; resolves that the maximumpurchase price for each share be set at 3. €20, excluding acquisition expenses. Therefore, the maximum amount that the Company is likely to pay in the event of a purchase at the maximumprice of €20 would total €318,794,960, based on the share capital at September 30,2020; resolves that the share purchaseprice will be adjustedby the Board 4. of Directors in the event of financial transactions involving the Company under the conditions provided for in the regulations in force; resolves that this authorizationis granted for a term of 18 months 5. from the date of the present shareholders’meeting. It supersedes the authorization granted under the ninth resolution of the combinedshareholders’meetingof January 31,2020. Extraordinary resolutions Tenth resolution Authorizationto be given to the Board of Directors to reduce the share capitalby cancelingshares The shareholders’meeting, voting in accordancewith the quorumand majorityrequirementsfor shareholders’extraordinarygeneralmeetings, having reviewed the Board of Directors’ report and the independent auditors’ special report, in accordance with the provisions of Article L. 225-209 of the French Commercial Code, authorizes the Board of Directors to, on its own decision, on one or several occasions, reduce the share capital within a limit of 10% of the Company’sshare capital per 24-month period, by canceling shares that the Company holds or may hold following purchases made as part of the share purchase program authorizedunder the ninth resolution submitted to the present meeting or share purchase programs authorizedbefore or after the date of the presentmeeting. The shareholders’meetinggrants full powers to the Board of Directors, with the possibility to delegate under the conditions provided for by law, to perform these transactionswithin the limits and at the times it determines, to fix the terms and conditions for said transactions and performall necessary deductions from reserves, earnings or premiums, to record said transactionsand to modify the bylaws accordinglyand in generalmake all decisionsand performall formalities. This authorizationis granted for a period of 18 months from the date of this meeting. It supersedes the authorization granted under the tenth resolutionof the combinedshareholders’meeting of January 31, 2020.

Eighth resolution Approval of the elements of compensationowed or granted to Mr. Abderrahmane El Aoufir, Deputy CEO, 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 Commercial Code, the fixed, variable and exceptional items making up the total compensationand benefits of any kind paid during the past fiscal year or granted in respect of the fiscal year ended September 30,2020 to Mr. AbderrahmaneEl Aoufir, Deputy CEO, as presentedin the corporategovernancereport included in the 2019/2020UniversalRegistrationDocument. Ninth resolution Authorizationto be grantedto the Boardof Directorsto trade in Companyshares The shareholders’ general meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings,having reviewedthe Board of Directors’report: authorizesthe Board of Directors, in accordancewith the provisions 1. of Article L. 225-209 et seq . of the French Commercial Code, to acquire Company shares up to a limit of 10% of the number of shares comprisingthe share capital; this limit applies to the date on which the purchasesare made. Shares may be acquired, sold or transferredat any time, including during public offer periods, on one or several occasionsand by any means, on the market or by private contract, including blocks of shares (with no limit on volume), in accordance with the regulationsin force. These transactions may be made at any time, subject to the abstention periods provided for in the legal and regulatory provisions; resolves that the Company shares, within the limits fixed above, 2. can be purchased: to stimulate the market or market liquidity of Derichebourgstock ● through a liquidity contract entered into with an investment service provider, in compliance with the AMAFI ethical charter approvedby the AMF, the French securitiesregulator, to grant shares to employees, in accordance with legal ● requirements and generally within the framework of a profit sharingor companysavingsplan, to purchaseshares for subsequentuse in exchangeor as payment ● for acquisitions,

to deliver shares when exercising rights attached to securities ● providing access to share capital via reimbursement,conversion, exchange,presentationof a warrantor via any other means,

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