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

In accordance with the provisions of Article L. 210-6, paragraph 1 of the French Commercial Code, the shareholders note that the extension does not involve creating a new legal entity. The shareholders' meeting accordingly resolves to amend Article 5 of the bylaws as follows: “ ARTICLE 5 – DURATION The duration of the Company, which was initially set at fifty (50) years from its registration in the Trade and Companies Register, has been extended by ninety-nine (99) years until January 30, 2119, by the combined shareholders' meeting of January 31, 2020, except where further extended or dissolved early.” Twelfth resolution Removal of the reference to attendance fees and corresponding amendment to Article 20 of the bylaws The shareholders’ meeting, voting in accordance with the quorum and majority requirements for shareholders’ extraordinary general meetings,

having reviewed the Board of Directors’ report, resolves to no longer make reference to the term "attendance fees" and to amend Article 20 of the bylaws as follows: “ARTICLE 20 – DIRECTORS' REMUNERATION The shareholders' meeting may allocate to directors as remuneration for their activity a fixed annual sum that this meeting shall set without being bound by previous decisions. This amount shall be charged as operating costs and will stay in place until otherwise decided. The Board of Directors shall freely distribute between its members the overall amount allocated to directors. ”

Thirteenth resolution Powers for formalities

The shareholders’ meeting grants full powers to the bearer of an original, copy or excerpt of these minutes to carry out all filing, publication and other formalities required by law.

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