DERICHEBOURG - Universal registration document 2019-2020

5

Information on the Company and share capital Rules on convening shareholders’ meetings

Rules on convening shareholders’ meetings 5.15

Convening shareholders’ meetings (Article 25) “Shareholders’meetings shall be convened by the Board of Directors. Failing this, they may be convened by the persons designated by the French CommercialCode, in particular, by the independentauditors, a trustee appointed by the Presiding Judge of the Commercial Court ruling in summary proceedings on a petition filed by shareholders representingat least 5% of the Company’scapital or, in the case of a shareholders’special meeting, one tenth of the shares of the relevant class. Shareholders’meetings shall be held at the registered office or at any other place indicatedin the notice of meeting.” (Article 26) “At least 30 days before the date of the meeting, the Company shall publish a notice of meeting in the Bulletin des annonces légales obligatoires (MandatoryLegal AnnouncementsBulletin), specifying the meeting’s agenda and containing the text of the draft resolutions presented to the shareholders’meeting by the Board of Directors, as well as the procedures for proving to the Company that bearer shares have been recorded in a securities account and that they are unavailable until the date of the meeting. It shall also state the time period for sending requests to include on the agenda draft resolutions proposedby shareholders. Notices of meetings shall be given by a notice published in a newspaperauthorizedto publish legal notices in the departmentwhere the registeredoffice is located, as well as in the Bulletin des annonces légales obligatoires , in accordancewith the law. Holders of registeredshares for at least one month prior to the date of publication of the notice of meeting shall also be given notice in accordance with the requirements prescribed by the statutes and regulationsin force. All co-ownersof jointly owned shares registeredin such capacityduring the period specified in the preceding paragraph shall hold these same rights. In the event of a division of the ownershiprights in a share, the foregoingrights shall be held by the shareholderthat holds the right to vote. In the event that a meeting is unable to deliberate validly because the requiredquorumis not present, a secondmeetingshall be convenedin the same manner as the first meeting and the notice of meeting shall restate the date of the first meeting. The same requirementshall apply to the notice of a meeting deferred in accordancewith the provisions of the FrenchCommercialCode. The time period between the date of publication of the notice of meetingand the mailingof letters and the date of the meetingshall be at least 15 days in the case of the first notice and six days in the case of a notice thereafter.”

Agenda (Article 27) “The agenda for a meeting shall be drawn up by the party convening the meeting or by the court order appointing the trustee responsible for conveningthe meeting.One or more shareholdersrepresentingthe share of capital set in the statutoryand regulatoryprovisionsshall have the right to require that draft resolutions be added to the meeting’s agenda. The works council (comité d’entreprise) shall have the same right. A shareholders’ meeting shall not deliberate on a matter of business that is not included in the agenda, and such agendamay not be amended in the event that a meeting is convened a second time. However, the meeting can in all circumstances dismiss one or more directorsand appoint their replacements.” Admissionto meetings – Voting by mail (Article 28) “Every shareholderis entitled to attend shareholders’meetingsor to be representedthereat, regardlessof the number of shares held, provided that all amountspayableon shares are fully paid up. All shareholdersmay be representedby another shareholder, by their spouse or by the partner with whomhe/she has signed a civil solidarity pact (pacte civil de solidarité). He/she may also be representedby any other individualor legal entity of his/her choice.A proxy can be granted for a single meeting only. A proxy can be granted for two meetings, one ordinary and one extraordinary,if they are both held on the same day or within a period of fifteen days of each other. The proxy shall be valid for all successivemeetingsconvenedwith the same agenda. All shareholders shall be entitled to vote by mail, in accordance with the requirements set by the legislation and regulations currently in effect. The Company shall include the information required by the laws currently in effect with all proxy forms and mail ballots that it sends to shareholders. The owners of shares that are not domiciled in France may be represented by an intermediary registered in accordance with the requirementsprescribed by the legislation and regulations currently in effect. In the event of a division of the ownershiprights in a share, the holder of the right to vote may attend or be represented at the meeting without prejudice to the right of the beneficial owner to participateat all shareholders’ meetings. Joint shareholders may be represented as specifiedin Article 12.

DERICHEBOURG p 2019/2020 Universal Registration Document 219