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

9. acknowledgesthat, should the Boardof Directors use the delegatioonf authority granted to it under this resolution, it will report to the next ordinarygeneralmeeting,in accordancewith the lawand regulations,on the usemadeof theauthorizations granted undethr is 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. Fifteenth resolution Delegationof authority to be granted to the Board of Directors to carry out a capital increase reserved for members of a companysavingsplan 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 independent auditors, in accordance with the provisions of Articles L. 225-129-6and L. 225-138 of the French Commercial Code and L. 3332-18 et seq . of the FrenchLabor Code: 1. authorizes the Board of Directors, if it deems appropriate,at its sole discretion, to increase the share capital on one or more occasions by issuing shares for cash or other securities giving access to the capital, reserved for employees of the Company (and of related companies within the meaning of Article L. 225-180of the French Commercial Code) who are members of a Company savings plan or a voluntary employeesavingspartnershipplan of the Company; 2. cancels, in favor of these persons, the preferentialsubscriptionright to the shares and/or securities giving access to the capital that may be issuedpursuantto this delegation; 3. decides that this delegation entails the express waiver by the shareholders of their preferential subscription rights to the shares to which these securitiesmay entitle them; 4. sets the period of validity of this authorizationat 26 months from the date of this meeting; 5. limits the maximum nominal amount of the increases that may be carried out using this authorization to 3% of the amount of share capital reached at the time of the Board of Directors' decision to carry out this increase, it being specifiedthat this ceiling is set independently. Consequently,the nominal amount of the shares or securities that may be issued pursuant to this authorizationshall not be deductedfrom the maximum limit for the issues that the Board of Directors is authorized to carry out pursuant to the delegationsreferred to in the twelfth and fourteenthresolutionsabove; 6. resolves that the price of the shares to be subscribed may not be higher than the average of the prices listed on the 20 stock market trading days preceding the date of the Board of Directors' decision setting the openingdate of the subscriptionperiod, nor may it be more than 20% below this average. The Board has full powers to carry out the above valuations in order to determine the subscription price for each fiscal year under the supervisionof the independentauditors; 7. grants full powers to the Board of Directors to implement this authorization,take all measuresand carry out all necessaryformalities.

4. resolves that, pursuant to the provisions of Article L. 225-136-1° paragraph 2 of the French Commercial Code, the Board of Directors may decide that the issue price of the equivalent shares that may be issued pursuant to this delegation shall be at least equal to the weighted average share price of the last three trading days prior to its setting, possiblyreducedby a maximumdiscountof 10%; 5. resolves that if the subscriptions, including, as the case may be, those of the shareholders, have not absorbed the entire issue, the Board of Directors may use, in accordance with Article L. 225-134of the French CommercialCode, either and/or the other of the following options: limit, if applicable, the issue to the amount of subscriptions on ● condition that this reaches at least three quarters of the issue initiallydecided, freely distributeall or part of the unsubscribedsecurities, ● offer all or part of the unsubscribedsecuritiesto the public; ● 6. resolves that the Board of Directors shall have the necessarypowers, within the limits set above, in particular to set the terms and conditions of the issue(s),where applicable,record the completionof the resulting capital increases, amend the bylaws accordingly, charge, at its sole initiative, the costs of the capital increases against the amount of the related premiums and deduct from this amount the sums necessary to increase the legal reserve to one tenth of the new share capital after each increase, and more generally take the necessary steps in this respect; 7. 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 set the terms and conditions according to which, where applicable, all measures will be taken 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 delegation and to amend the bylaws accordingly; 8. 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;

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