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

appropriate,be exercised on an irreducible or reducible basis, it being specified that following the priority period, the unsubscribedsecurities will be the subject of a public offeringin France and/or abroad; 5. resolves that if the subscriptionsof shareholdersand the public have not absorbed all of an issue of shares or securities as defined above, the Board of Directors may use, in the order it deems appropriate, either of the followingoptions: limit the issue to the amount of subscriptions,provided that this ● amount reaches at least three quartersof the amount of the issue decidedupon, freely allocateall or part of the unsubscribedsecurities; ● 6. acknowledgesand resolves, 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 amount due or to be due to the Companyfor each of the shares issued under the aforementioneddelegation will be at least equal to the weightedaverageprice of the last three trading days prior to its setting, possibly reducedby a maximumdiscountof 10%; 9. resolves that the Board of Directors shall have full powers, with the option to sub-delegatesuch powers to its Chairman and/or to one of its memberswith the Chairman'sconsent, under the conditions set by law, to implement this delegation of authority, in particular to determine the form and characteristicsof the securities to be created and the dates and terms of the issues, set the prices and terms of the issues (including the exchange ratio in the context of a public offer including an exchange component, whether principal or subsidiary, initiated by the Company), set the amounts to be issued, set the dividend entitlement date, even retroactively, of the securities to be issued, determine the method of paying for the securities issued and, where applicable, set the conditions for their repurchase on the stock market, suspend,where applicable, the exercise of the share allotment rights attached to the securities 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,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 delegationand to amend the bylaws accordingly; 10. 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;

Twelfth resolution Delegationof authorityto be granted to the Board of Directors, for a period of 26 months, for the purpose of issuing any securities giving immediateor future access to a portion of the Company's share capital, with cancellation of shareholders' preferential subscription rights in the context of public offers other than those referred to in Article L. 411-2 of the French Monetaryand FinancialCode 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 proceed by way of a public offer other than those referred to in Article L. 411-2of the French Monetary and Financial Code, one or more occasions, in the proportionsand at the times it deems appropriate,both in France and abroad, in euros or in foreign currencies or units of account fixed by reference to several currencies, with the issue of shares of the Company, as well as any securities of any kind whatsoever, giving access, immediatelyand/or in the future, to shares of the Companyor of a company in which it owns directly or indirectlymore than half of the share capital, or giving the right to the allocationof debt securities, by subscription, conversion, exchange, redemption, presentation of a warrant or in any other manner. These securitiesmay notably be issued as consideration for securities that would be contributed to the Company, in the context of a public offer including an exchange component(whether as principal or subsidiary)carried out in France or abroad in accordance with local rules, on securities meeting the conditions set forth in Article L. 225-148of the French Commercial Code; 2. resolves that the nominal amount of the share capital increases that may be carried out immediately and/or in the future pursuant to the aforementioneddelegation,may not exceed€50 million,to which shall be added, where applicable, the nominal amount of the additional shares to be issued to preserve, in accordancewith the law, the rights of holders of securities giving entitlement to shares; it is further specified that this amount shall be deductedfrom the nominal amount of the shares issued, directly or indirectly, pursuant to the 11 th resolutionof this meeting; 3. resolves furthermorethat the nominal amount of the debt securities that may be issued pursuant to this delegation may not exceed €500 millionor the equivalent of this amount in the event of an issue in other currencies on the issue date; it being specified that this amount will be deducted from the nominal amount of the debt securitiesto be issuedpursuantto the 11 th resolutionof this meeting; 4. resolves to cancel the shareholders'preferentialsubscriptionrights to the securities to be issued, it being understood that the Board of Directors may grant shareholders a priority subscription right to all or part of the issue, during the period and on the terms that it shall set in accordance with the provisions of Article L. 225-135 of the French Commercial Code. This subscription priority will not give rise to the creationof negotiablerights but may, if the Board of Directorsdeems it

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