DERICHEBOURG - Universal registration document 2019-2020

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Information on the Company and share capital Powers of the Board of Directors, in particular, for the issue or buyback of shares

second meeting may be deferred to a subsequent date no later than two months after the date on which it was convened. To the same exceptions as above, the decisions of a shareholders’ extraordinary generalmeetingshall be made by a two-thirdsvote of the shareholders If the meeting has been convened to deliberate on the approval of a contribution in kind or the granting of a specific benefit, the contributor or beneficiary, whose shares shall not be counted in calculatingthe quorumor the majority,may not participatein the vote, either on his/her own behalf or as a proxy.” present, votingby mail or represented.

Quorum andmajority vote at shareholders’ extraordinary general meetings (Article 36) “Subject to the exceptions specified in the case of certain capital increases and of conversions into another type of company, a shareholders’ extraordinary general meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one third of the shares having the right to vote, and pursuant to a second notice, one quarter of the shares having the right to vote. If the latter quorumis not attained, the

Powers of the Board of Directors, in particular, 5.16 for the issue or buyback of shares

The table in section 2.7 lists the powers delegated to the Board of Directorsin terms of share issues.

Sections2.7, 6.5 and 6.6 describe the powers of the Board of Directors to buy back shares.

Agreements entered into by the Company which 5.17 are amended or end in the event of a change of control

Significantagreementsthat wouldbe likely to come to an end in the event of a changeof control at the Companyare as follows: syndicatedloan agreementof March 2020; p loan agreementfor €130 millionsignedon July 19,2019. p

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