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

resolves that the maximum purchase price for each share be set at 3. €20, excluding acquisition expenses. Therefore, the maximum amount that the Company is likely to pay in the event of a purchase at the maximum price of €20 would total €318,794,960, based on the share capital at September 30, 2019; resolves that the share purchase price will be adjusted by the Board 4. of Directors in the event of financial transactions involving the Company under the conditions provided for in the regulations in force; resolves that this authorization is granted for a term of 18 months 5. from the date of the present shareholders’ meeting. It supersedes the authorization granted under the fourteenth resolution of the combined shareholders’ meeting of February 5, 2019. Extraordinary resolutions Tenth resolution Authorization to be given to the Board of Directors to reduce the share capital by canceling shares The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ extraordinary general meetings, having reviewed the Board of Directors’ report and the Statutory Auditors’ special report, in accordance with the provisions of Article L. 225-209 of the French Commercial Code, authorizes the Board of Directors to, on its own decision, on one or several occasions, reduce the share capital within a limit of 10% of the Company’s share capital per 24-month period, by canceling shares that the Company holds or may hold following purchases made as part of the share purchase program authorized under the ninth resolution submitted to the present meeting or share purchase programs authorized before or after the date of the present meeting. The shareholders’ meeting grants full powers to the Board of Directors, with the possibility to delegate under the conditions provided for by law, to perform these transactions within the limits and at the times it determines, to fix the terms and conditions for said transactions and perform all necessary deductions from reserves, earnings or premiums, to record said transactions and to modify the bylaws accordingly and in general make all decisions and perform all formalities. This authorization is granted for a period of 18 months from the date of this meeting. It supersedes the authorization granted under the fifteenth resolution of the combined shareholders’ meeting of February 5, 2019. Eleventh resolution Extension of the Company's duration and corresponding amendment to Article 20 of the bylaws The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, having reviewed the Board of Directors’ report and having noted that the Company expires on January 9, 2040, resolves to extend the Company's duration by 99 years from this date, i.e. until January 30, 2119.

Eighth resolution Non-renewal and non-replacement of the appointment as joint Alternate Statutory Auditor of Mr. Mark Bathgate The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, upon the Board of Directors’ proposal, decides not to renew the term of office as joint Alternate Statutory Auditor of Mr. Mark Bathgate and not to proceed with his replacement, pursuant to Article L. 823-1 of the French Commercial Code. Ninth resolution Authorization to be granted to the Board of Directors to trade in Company shares The shareholders’ general meeting, voting in accordance with the quorum and majority requirements for shareholders’ ordinary general meetings, having reviewed the Board of Directors’ report: authorizes the Board of Directors, in accordance with the provisions 1. of Article L. 225-209 et seq . of the French Commercial Code, to acquire Company shares up to a limit of 10% of the number of shares comprising the share capital; this limit applies to the date on which the purchases are made. Shares may be acquired, sold or transferred at any time, including during public offer periods, on one or several occasions and by any means, on the market or by private contract, including blocks of shares (with no limit on volume), in accordance with the regulations in force. These transactions may be made at any time, subject to the abstention periods provided for in the legal and regulatory provisions; resolves that the Company shares, within the limits fixed above, 2. can be purchased: to stimulate the market or market liquidity of Derichebourg stock ● through a liquidity contract entered into with an investment service provider, in compliance with the AMAFI ethical charter approved by the AMF, the French securities regulator, to grant shares to employees, in accordance with legal ● requirements and generally within the framework of a profit sharing or company savings plan, to purchase shares for subsequent use in exchange or as payment ● for acquisitions, to deliver shares when exercising rights attached to securities ● providing access to share capital via reimbursement, conversion, exchange, presentation of a warrant or via any other means, to reduce the share capital through the cancellation of shares ● under the conditions stipulated by law, subject to the adoption of the tenth resolution submitted to the shareholders’ meeting for approval, to implement all approved market practices that come to be ● recognized by law or the French securities regulator;

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