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

11. acknowledges that, should the Board of Directors use the delegationof authoritygranted to it under this resolution, it will report to the next ordinary general meeting, in accordancewith 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. Thirteenth resolution Delegationof authority to be granted to the Board of Directors to increase the share capital by incorporation of reserves, profits,premiumsor other amountsthat may be capitalized The shareholders' meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having consideredthe report of the Board of Directors,and in accordancewith the provisions of Articles L. 225-129-2and L. 225-130 of the French CommercialCode: 1. delegates to the Board of Directors,with the option to sub-delegate such powers in accordancewith the law and regulations, its authority to decide to increase the share capital, on one or more occasions, at the time or times it shall determineand in the proportionit shall deem appropriate, by capitalization of all or part of the reserves, profits, premiumsor other amountsthat may be capitalized,in the formof free share awards or an increase in the nominal value of existing shares, or a combinationof both; 2. resolves that the nominal amount of the share capital increases that may be carriedout under this delegationmay not exceed€50 million,it being specified that this amount is set autonomously and distinctly from the overall nominal ceiling of all share capital increases that may result from the eleventh and twelfth resolutions submitted to this shareholders'meeting; 3. resolves that the Board of Directors shall have full powers, with the option to sub-delegate such powers in accordance with the law and regulations, to implement this delegationof authority, in particular for the followingpurposes: setting all of the terms and conditions of the authorized ● operationsand in particular setting the amount and nature of the reservesand premiumsto be incorporatedinto the capital, setting the number of new shares to be issued in euros, or the amount by which the nominal value of the existing shares making up the share capital will be increased,setting the date, even retroactively, as from which the new shares will carry dividend rights or the date on which the increase in nominal value will take effect, and proceed, where applicable, with any deductions from the issue premium(s) and in particular those for costs incurred in connectionwith the issues, deciding that the rights forming fractional shares will not be ● negotiable or transferable and that the corresponding equity securities will be sold, with the proceeds from the sale being allocated to the holders of the rights no later than 30 days after the date of registration in their account of the whole number of shares granted, taking all measures intended to protect the rights of holders of ● securities giving access to the Company's share capital in accordance with the legal and regulatory provisions and

contractual stipulations,andtakingall necessarymeasures for the completion of the issues and, where applicable, to postpone them, to enter into any agreements to ensure the successful completionof the planned transaction(s)and, generally, to do all that is necessary, to carry out all acts and formalities for the purpose of completing the capital increases that may be carried out by virtue of this delegation and to amend the bylaws accordingly. 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. Fourteenth resolution Delegation of authority to the Board of Directors to issue Company shares and/or securities that give access to the Company’s capital and/or debt securities, by way of an offer within the meaningof Article L. 411-2II of the FrenchMonetary and Financial Code, while canceling preferential subscription rights for shareholders. The shareholders' meeting, voting under the quorum and majority conditions required for extraordinary general meetings, having considered the report of the Board of Directors and the special report of the independentauditors and in accordancewith the provisions of the French Commercial Code, in particular articles L. 225-129-2, L. 225-135,L. 225-136and L. 228-91 et seq : 1. delegates to the Board of Directors its authority to issue, on one or more occasions, in the proportions and at the times it deems appropriate,both in France and abroad, by means of an offer referred to in I of Article L. 411-2of the French Monetary and Financial Code, either in euros, or in foreign currenciesor in any other unit of account establishedby referenceto a basket of currencies: ordinary shares, -and/or securities giving entitlement to the ● allocationof other ordinaryshares, and/or securities giving entitlement to the allocation of debt ● securities; 2. resolves that the nominal amount of the capital increases that may be carried out immediately and/or in the future pursuant to this delegation may not exceed €50 million, it being specified that it will also be limited to 20%of the Company'sshare capital per year. To this amount shall be added, where applicable, the nominal amount of the additionalshares to be issued to protect the rights of the holders of securities giving access to the Company's share capital, in accordancewith the Law and any applicablecontractualprovisions. This amount will be deducted from the €50 million ceiling for the capital increaseset in the eleventhand twelfthresolutions. The maximum aggregate nominal amount of issues of securities representingclaims on the Company giving access to the share capital may not exceed €500 millionor its equivalent value in the event of an issue in other currenciesor units of account. This amount is deducted from the €500 million ceiling for debt securitiesissues providedfor in the eleventhand twelfthresolutions; 3. resolves to cancel shareholders' preferential subscription rights to ordinary shares and securities giving access to the capital and/or to debt securitiescoveredby this resolution;

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