DERICHEBOURG - Universal registration document 2018-2019

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Group management report Agenda and draft resolutions submitted to the shareholders’ combined general meeting of January 31, 2020

net profit for the fiscal year ended September 30, 2019 in the amount of €28,566,965.79 as follows: Origin ▪ Net income for the year €28,566,965.79 ▪ Retained surplus €284,063,930.47 ▪ Distributable earnings €312,630,896.26

Consequently, the dividend is set at €0.11 per share composing the share capital with dividend rights. The ex-dividend date is scheduled for February 7, 2020 and the dividend will be paid on or after February 11, 2020. Dividends not paid out for treasury shares that may be held by the Company at the time of payment will be allocated to retained earnings. When the dividend is paid to individuals resident for tax purposes in France, the dividend is subject either, to a single flat-rate withholding tax on the gross dividend of 12.8% (Article 200 A of the French General Tax Code), or, at the taxpayer's express, irrevocable and global request, to income tax in accordance with the progressive scale of tax after, notably, a 40% allowance (Article 200 A, 13 and 158 of the French General Tax Code). The dividend is also subject to social security withholdings at the rate of 17.2%.

Allocation ▪ Total dividend distribution

€17,533,723.79

▪ Retained earnings

€295,097,172.47 €312,630,896.26

▪ Total

In accordance with the provisions of Article 243 bis of the French General Tax Code, the shareholders’ meeting notes that the following dividends were distributed for the three previous fiscal years:

Fiscal years

Total dividend (1)

Dividend per share

2015-2016 2016-2017 2017-2018

€3,277,575.60 €22,943,029.20 €22,943,029.20

€0.02 €0.14 €0.14

including dividends on treasury shares (1)

In accordance with Article 158-3-2 of the French General Tax Code, individuals resident for tax purposes in France were entitled to a 40% allowance on dividends paid in respect of the last three fiscal years. Fourth resolution Approval of the agreements and commitments referred to in Article L. 225-38 et seq. of the French Commercial Code The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, having reviewed the Independent Statutory Auditors’ special report on the agreements and commitments referred to in Article L. 225-38 et seq . of the French Commercial Code, approves the said report, notes the information on the agreements concluded and commitments made during the previous fiscal years covered by this report, and approves the new agreements signed during the fiscal year ended September 30, 2019. Fifth resolution Approval of the elements of remuneration owed or granted to Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, for the fiscal year ended September 30, 2019 The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, upon the proposal by the Board of Directors, approves, in accordance with Article L. 225-100 of the French Commercial Code, the elements of compensation due or awarded in respect of the fiscal year ended September 30, 2019 to Mr. Daniel Derichebourg, Chairman and Chief Executive Officer, as presented in the Corporate Governance report in the 2018/2019 Universal Registration Document.

Sixth resolution Approval of the elements of remuneration owed or granted to Mr. Abderrahmane El Aoufir, Deputy CEO, for the fiscal year ended September 30, 2019 The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, upon the proposal by the Board of Directors, in accordance with Article L. 225-100 of the French Commercial Code, approves the elements of compensation due or awarded in respect of the fiscal year ended September 30, 2019 to Mr. Abderrahmane El Aoufir, Deputy CEO, as presented in the corporate governance report in the 2018/2019 Universal Registration Document. Seventh resolution Renewal of the term of office as joint Principal Statutory Auditors of DENJEAN & ASSOCIÉS AUDIT The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, upon the Board of Directors’ proposal, decides to renew the term of office as joint Principal Statutory Auditors of DENJEAN & ASSOCIÉS AUDIT with its registered office located in Paris (75016), 19 rue de Presbourg, and registered with the Paris Trade and Companies Register under the number 539 769 729, for a duration of six fiscal years, ending after the shareholders’ ordinary general meeting called to approve the financial statements for the fiscal year ended September 30, 2025.

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