DERICHEBOURG - Universal registration document 2019-2020

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

However, the right to participate in shareholders’ meetings shall be conditionedon the registration of the name of the shareholder or of the registered intermediary described hereinabove in the registered share accounts maintained by the Company or its agent, or in the bearer accounts maintained by the approved intermediary, on the second working day prior to the shareholders’meeting at zero hours (Paris time). The registration of securities within the time period stipulated in the previous paragraphmust be carried out either in the registeredshare accountsmaintainedby the Company,or in the bearer accounts maintained by the approved intermediary. These formalities must be carriedout under the conditionsset by current legislation. Every shareholder who owns shares of a particular class shall be entitled to participate in the shareholders’ special meetings for such class, in accordancewith the requirementsspecifiedhereinabove. For the purposes of calculating the quorum and the majority, shareholders who participate in the shareholders’ meeting by videoconferenceor by means of telecommunicationsallowing them to be identified and in accordance with the applicable laws and regulationsshall be consideredpresent,providedthe Board of Directors has decided on the use of such means of participation before the shareholders’meetingwas convened.” Selectionof officers (Article 29) “The meeting shall be chaired by the Chairman of the Board of Directors or, in his/her absence, by a Vice-Chairmanor by the director temporarilyappointedto act as Chairman. Failing all of the above, the shareholders’ meeting shall elect its Chairman. In the event the meeting is convened by the independent auditors, a court-appointed trusteeor by the liquidators,the meetingshall be chairedby the person or one of the personswho convenedthe meeting. The duties of scrutineer shall be performed by the two shareholders who are present and hold the highest number of votes, and who agree to perform such duties. The officers thus selected shall appoint a secretaryfor the meeting,who need not be a shareholder. An attendancesheet containingthe informationrequiredby the laws in force shall be kept for each meeting. It shall be signed by the shareholders present and by the proxies, and shall be certified as accurateby the officersof the meeting. It shall be filed at the registered office and must be provided to any shareholderwho makes a request therefore. The officers ensure the proper functioningof the meeting but, at the requestof any shareholderpresent, their decisionsmay be submittedto a vote of the meeting,which shall be decisive.” Voting (Article 30) “The voting rights attached to equity or dividend shares shall be proportional to the share of capital they represent and each share entitles the holder thereof to at least one vote. The Companymay not validly vote shares that it has purchaseditself. In particular, the following have no voting rights: shares which are not fully paid up, shares held by subscribers who may be called upon to rule, in shareholders’ meetings, on the elimination of preemptive subscription rights and shares held by the interested party in the proceedingsprovidedfor in Article 21.

Double voting rights to those granted to other shares, in terms of the share of capital they represent, shall be attributed to all fully paid-up shares that have been held in registered form for at least five (5) years in the name of the same shareholder. In the event of a capital increaseby capitalizationof reserves, profits or issue premiums, such rights shall also be conferred, from issuance, on registered shares allotted free of charge to shareholders in respect of existingshares that benefit from such rights. Registeredshares with double voting rights converted to bearer shares for any reason lose their doublevoting rights.” Shareholders’ ordinary general meetings (Article 33) “A shareholders’ ordinary general meeting is entitled to make all decisionsthat exceed the powers of the Board of Directorsand that are not within the jurisdiction of a shareholders’ extraordinary general meeting. Such meetings shall be held at least once a year, within six months of the end of the fiscal year, to vote on all matters regarding the financial statements for the fiscal year. This time period may be extended at the request of the Board of Directors by an order of the PresidingJudge of the CommercialCourt ruling ex parte.” Quorum andmajority vote at shareholders’ ordinary generalmeetings(Article 34) “A shareholders’ ordinary general meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or representedhold at least one quarter of the shares having the right to vote. No quorum is required for a meeting convenedpursuant to a second notice. Decisions shall be made by a majority of the votes held by the shareholderspresent, votingby mail or represented.” Shareholders’ extraordinary genermaleetings (Article 35) “A shareholders’ extraordinary general meeting alone shall have the power to amend any provision of the bylaws. However, such meeting may not increasethe obligationsof shareholders,except in the event of a consolidationof shares that has been properly carried out or for the negotiationof securities granting rights to fractional shares in the case of transactionssuch as capital increasesor decreases. Furthermore,it may not change the Company’snationalityexcept if the host country has concluded a special conventionwith France allowing the Company to acquire its nationalityand transfer its registeredoffice to its territory,and retain its legal personality. As an exceptionto the exclusivepower of a shareholders’extraordinary general meeting to make all amendmentsto the bylaws, the Board of Directors may amend the provisions concerning the amount of capital and the number of shares that represent the capital, provided such amendments actually correspond to the results of a capital increase, decreaseor redemption.”

DERICHEBOURG p 2019/2020 Universal Registration Document 220