DERICHEBOURG - Universal registration document 2019-2020

6

Further information Presentation of the 2020/2021 share buyback program

Presentation of the 2020/2021 share buyback program 6.6

to cancel the bought-backshares under the conditionsstipulatedby p law, subject to the adoption of the correspondingresolutionby the shareholders’meeting; to implement all approved market practices that come to be p recognizedby law or the French securitiesregulator. Maximum portionof share capital, 6.6.5 maximumnumber andcharacteristics of capital securities andmaximum purchase price The maximum portion of share capital authorized to be bought back under the new share buyback program would be 10% of the share capital, i.e. 15,939,748 shares. Derichebourgshares are listed on CompartmentB of the EuronextParis exchange(ISIN code: FR 0000053381). The maximumpurchaseprice wouldbe €20 per share. The maximum expenditure for these purchases would be €318,794,960representing10%of the Company’sshare capital. Buyback terms 6.6.6 The sharesmay be purchased,sold, exchangedor transferredusing any means available in a stock-exchangeor over-the-countertransaction, including the use of derivative financial instruments. All of the shares that may be acquiredunder the buybackprogrammay be purchasedor transferredin blocks. These transactionsmay be made at any time, includingduring a tender offer. Durationof the buyback program 6.6.7 The term of the program is limited to 18 months from the shareholders’ meeting convened to approve the financial statements for the fiscal year ended September 30, 2020, i.e. until August 10, 2022.

Legal framework 6.6.1 In accordancewith Article 241-2of the AMF General Regulation and Commissionregulation(EC) no. 2273/2003of December 22,2003, this section presents the purpose and terms of the Company’s share buyback program. This program, which falls under the scope of Article L. 225-209of the French CommercialCode, shall be subject to approval by the shareholders’ combined general meeting on February 11,2021. Number of shares and portion of share 6.6.2 capital held by the Company The Companydoes not hold any treasuryshares.

Breakdown ofthe Company’s own 6.6.3 shares, bypurpose None.

Purpose of the new buyback program 6.6.4 The new program’sobjectivesare: to stimulate the market or market liquidity of Derichebourg stock p through a liquidity contract entered into with an investment service provider, in compliancewith the AMAFI ethics charter approved by the AMF, the French securitiesregulator; to grant shares to employees,in accordancewith legal requirements p and generally within the frameworkof a profit sharing or company savingsplan; to purchase shares for subsequent use in exchange or as payment p for acquisitions; to deliver shares when exercising rights attached to securities p providing access to share capital via reimbursement, conversion, exchange,presentationof a warrantor via any other means;

DERICHEBOURG p 2019/2020 Universal Registration Document 231

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