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

5. acknowledges and decides, as necessary, that any issue of share subscriptionwarrantsfor the Company'sshares that may be carriedout may take place either by a subscription offer under the conditions provided for above or by free allocation to the owners of existing shares; 6. acknowledges and decides, as necessary, that the aforementioned delegation automatically entails, in favor of the holders of securities giving future access to shares of the Company that may be issued, the waiver by the shareholdersof their preferentialsubscriptionright to the shares to which such securitiesentitle them; 7. resolves, in the case of the issue of stand-alone warrants, to expresslywaive the shareholders'preferentialsubscriptionrights to the shares to which thesewarrantsentitle them; 8. resolves that the Board of Directors shall have full powers, with the possibilityof sub-delegatingsuch powers to its Chairmanand/or to one of its members with the Chairman'sconsent, under the conditions set by law, to implement this delegation of authority, in particular to determine the dates and terms of the issues and the form and characteristics of the securities to be created, to set the prices and terms of the issues, to set the amountsto be issued, to set the dividend entitlement date, even with retroactive effect, of the securities to be issued, to determinethe methodof payingup the securitiesissued and, where applicable, to provide for the conditions of their repurchaseon the stock market, to suspend, where applicable, the exercise of the share allotment rights attached to the securities to be issued for a period not exceeding three months, to take all measures intended to protect the rights of holders of securities giving future access to the Company's share capital in accordance with the legal and regulatory provisions, to proceed as necessary with any deductions of issue premium(s), and primarily of any costs incurred by the completion of the issues, and, generally,to do all that is necessary,and to carry out all acts and formalities for the purpose of completing the planned issues and recording the capital increases arising from any issue that may be carried out by virtue of this delegation and to amend the bylaws accordingly; 9. in the event of an issue of debt securities, the Board of Directors shall have full powers to decide whether or not they are subordinated, to set their interest rate, their term, the fixed or variable redemption price with or without premium, the terms of redemptiondependingon market conditionsand the conditionsunder which these securitiesshall give entitlementto shares in the Company; 10. acknowledges that, should the Board of Directors use the delegationof authority granted to it in this resolution, it will report to the next ordinary general meeting, in accordance with the law and regulations,on the use made of the authorizationsgranted under this resolution. The delegation thus granted to the Board of Directors is valid as from this meeting for a period of 26 months, in accordance with Article L. 225-129-2of the FrenchCommercialCode.

Eleventh resolution Delegationof authorityto be granted to the Board of Directors, for a period of 26 months, to issue any securities giving immediateor future access to a portionof the Company'sshare capital,with preferentialsubscriptionrights for shareholders The shareholders'meeting, voting in accordancewith the quorumand majority conditionsrequired for extraordinarygeneral meetings,having considered the report of the Board of Directors and the special report of the independent auditors drawn up in accordance with the law, making use of the option provided for in Article L. 225-129of the FrenchCommercialCode: 1. delegates to the Board of Directors its authority to issue, on one or more occasions, in the proportionsand at the times it sees fit, both in France and abroad, in euros or in foreign currenciesor units of account fixed by referenceto several currencies,shares in the Companyand any securities of any kind whatsoever,giving access, immediatelyand/or in the future, to shares in the Company or in a company in which it directly or indirectly owns more than half of the capital or giving entitlement to the allocation of debt securities, by subscription, conversion,exchange, redemption,presentationof a warrant or in any other manner, said shares conferringthe same rights as existing shares, subject to their dividendentitlementdate; 2. decides that the nominal amount of the capital increases that may be carried out immediatelyor in the future under this delegationmay not exceed€50 million,to whichmay be added the nominal amountof additional shares to be issued to preserve the rights of holders of securities giving rights to shares in the Company, in accordancewith the law; 3. decides furthermorethat the nominal amount of the debt securities that may be issued pursuant to this delegation may not exceed €500 million,or the equivalentof this amount in the event of an issue in other currencies,on the issue date; 4. decides that shareholders may exercise, under the conditions provided for by law, their preferential subscription rights on an irreducible basis. In addition, the Board of Directors shall have the power to grant shareholders the right to subscribe to a number of securities on a reducible basis in excess of that which they could subscribe to on an irreducible basis, in proportion to the subscription rights they hold and, in any event, up to the limit of their requests. If irreducible and, where applicable, reducible subscriptions have not absorbed the entire issue of securities, the Board of Directorsmay use, in the order it shall determine,either and/or the other of the following options: limit, where applicable, the issue to the amount of the ● subscriptionson conditionthat this reaches at least three quarters of the issue decided, freely distributeall or part of the unsubscribedsecurities, ● offer all or part of the unsubscribedsecuritiesto the public; ●

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