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

Sixteenth resolution Amendment of Article 17 of the bylaws to provide for written consultationwith the directors The shareholders' meeting, voting under the quorum and majority conditions required for extraordinary general meetings, after taking due note of the Board of Directors' report, resolves to allow certain decisions to be taken by written consultation of the members of the Board of Directors in accordancewith Article L. 225-37of the French CommercialCode as amendedby Law no. 2019-744of July 19, 2019, and to amend Article 17 of the bylaws by inserting a new paragraph after the second paragraph of Article 17 of the bylaws worded as follows, the rest of the Article remainingunchanged: “Decisions falling within the scope of the Board's own powers as provided for by the regulationsmay be taken by written consultation with the directors”.

Seventeenth resolution Textual references applicable in the event of a change of codification The shareholders' meeting records that the textual references mentioned in all of the resolutions of this meeting refer to the legal and regulatoryprovisionsapplicableon the date of their establishment, and that certain references will be modified as of January 1, 2021 pursuant to the provisions of Order no. 2020-1142of September 16, 2020 creating, within the French CommercialCode, a chapter relating to companieswhose securities are accepted for trading on a market or a multilateral trading facility. Consequently,the shareholders'meeting records that the textual references corresponding to the new codification will replace those referred to in the resolutions of this meetingas from January 1,2021.

Eighteenthresolution Powersfor formalities

The shareholders’ meeting grants full powers to the bearer of an original, copy or excerpt of these minutes to carry out all filing, publicationand other formalitiesrequiredby law.

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