DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Rules applicable to shareholder participation in shareholders’ meetings

Rules applicable to shareholder participation 2.9 in shareholders’ meetings

Article 28 of the bylaws explains how shareholdersmay participate in annual shareholders’meetings.“Every shareholderis entitled to attend shareholders’meetings or to be representedthereat, regardless of the numberof shares held, providedthat all amountspayableon shares are fully paid up. All shareholders may be represented by another shareholder,by their spouse or by the partner with whom he/she has signed a civil solidarity pact (pacte civil de solidarité). He/she may also be representedby any other individual or 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 successive meetings convened with the same agenda. All shareholders shall be entitled to vote by mail, in accordancewith the requirementsset by the legislation and regulationscurrentlyin 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

participate at all shareholders’ meetings. Joint shareholders may be representedas specified in Article 12.However, the right to participate in shareholders’ meetings shall be conditioned on the registration of the name of the shareholder or of the registered intermediary described hereinabove in the registered share accounts maintainedby the Companyor its agent, or in the bearer accountsmaintainedby 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 paragraph must be carried out either in the registeredshare accountsmaintained by the Company,or in the bearer accountsmaintainedby the approved intermediary. These formalities must be carried out 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 requirements specified hereinabove. For the purposes of calculatingthe quorumand the majority, shareholders who participatein the shareholders’meeting by videoconferenceor by means of telecommunicationsallowing them to be identified and in accordance with the applicable laws and regulations shall be consideredpresent, providedthe Board of Directorshas decidedon the use of such means of participation before the shareholders’ meeting was convened.”

DERICHEBOURG p 2019/2020 Universal Registration Document 85