DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Summary table of the authorizations granted to the Board of Directors by the shareholders’ meeting (Article L. 225-100 of the French Commercial Code)

Summary table of the authorizations granted to 2.7 the Board of Directors by the shareholders’ meeting (Article L. 225-100 of the French Commercial Code)

Use during the fiscal year

Date of SM Type of delegation or authorization

Ceiling/limit

Period of validity

February 5, 2019 Delegation to issue all securities giving access to the Company’s share capital, immediately or in the future, while maintaining preemptive subscription rights for shareholders February 5, 2019 Delegation to issue all securities giving access to the Company’s share capital, immediately or in the future, while eliminating preferential subscription rights for shareholders February 5, 2019 Delegation to increase the share capital by incorporation of reserves, profits, premiums or other amounts whose capitalization is allowed February 5, 2019 Delegation to issue shares and/or securities giving access to the Company’s capital and/or debt securities, by way of an offer within the meaning of Article L. 411-2 II of the French Monetary and Financial Code, while eliminating preemptive subscription rights for shareholders January 31, 2020 Authorization to trade in Company shares

€50,000,000 (€500,000,000 in respect of the issue of debt securities) €50,000,000 (€500,000,000 in respect of the issue of debt securities)

26 months from the shareholders’ meeting, i.e. until April 4, 2021 26 months from the shareholders’ meeting, i.e. until April 4, 2021 26 months from the shareholders’ meeting, i.e. until April 4, 2021 26 months from the shareholders’ meeting, i.e. until April 4, 2021

None

None

€50,000,000

None

€50,000,000 within the limit of 20% of the share capital per year (€500,000,000 in respect of the issue of debt securities)

None

10% of the share capital at a maximum price of €20 per share 10% of the share capital per 24-month period

18 months from the shareholders’ meeting, i.e. until July 30, 2021 18 months from the meeting, i.e. until July 30, 2021.

None

January 31, 2020 Authorization to reduce the share capital by canceling shares

None

Factors likely to have an impact in the event of a public 2.8 offering

The following factors are likely to have an impact in the event of a public offering: the Company’sshareholdingstructure(see section 3.4); p the existence of double voting rights under certain conditions (see p section 5.8); the ability to buy and sell the Company’ssecurities(see section 6.6); p the use of current authorizations to issue share equivalents (see p section 2.7);

clauses in syndicated loan agreements that require immediate p repayment in the event of a change in control of the Company (see note 4.11.1.5to the consolidatedfinancial statements); the provisions of the trademark licensing agreement entered into p with TBD Finances, controlled by the Derichebourg family, and Derichebourg for the use of the Derichebourg trademark (see section 2.6.3).

DERICHEBOURG p 2019/2020 Universal Registration Document 84