DERICHEBOURG - Universal registration document 2018-2019

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Financial statements Parent company financial statements as at September 30, 2019 Explanatory notes to the financial statements

Change in shareholders' equity 3.7.3

Value at the beginning of the year

Shareholders' equity In thousands of euros

Net income for the year

Value at year-end

Allocations

Share capital or individual share (1)

40,970 16,546

(1,121)

39,849

Issue, merger and capital contribution premiums, etc. (1)

(15,782)

764

Reevaluation adjustments Legal reserve

4,260

4,260

Statutory or contractual reserves Regulated reserves Other reserves Retained earnings

238,013 68,486

46,051

284,064 28,567

Net profit for the year (profit or loss)

28,567

(68,486)

Investment grants Regulated provisions

8

8

Total shareholders’ equity

368,283

28,567

(39,338)

357,512

The capital reduction follows the cancellation of treasury shares agreed by the Board of Directors on May 22, 2019. (1)

following the occurrence of certain common default events, particularly where an event has a significant adverse effect on the business or the financial position of the Derichebourg Group, or on the ability of Derichebourg to service its debt. A change in control or delisting of Derichebourg shares would constitute an automatic early repayment event. In addition, the loan agreement provides for an obligation to make early partial repayment of the sums owing in the event of a capital increase, the issuance of shares giving access to capital or debt securities (if its maturity precedes that of the syndicated loan). Covenants The loan agreement also includes covenants that could theoretically limit the ability of Group companies to do the following without the lenders’ consent: to take out additional debts; p to grant sureties and guarantees; p to undertake mergers, demergers or restructurings; p to undertake acquisitions, above a certain threshold; p to make investments over the course of a given company fiscal year p that exceed the amounts set by the Agreement; to sell assets or equity interests, except for those specified in the p loan agreements; to redeem and/or reduce their share capital, with certain exceptions. p The loan agreement also contains commitments requiring the purchase and maintenance of insurance policies in line with practices generally accepted in the businesses of the Derichebourg Group.

Characteristics of main credit lines 3.8 The Derichebourg Group has contracted a syndicated loan, which, along with the loan from the European Investment Bank (EIB) and the factoring agreement, constitutes its main sources of funding. 2014 loan agreement On March 31, 2014, the Group entered into a loan agreement with ten financial institutions, for the sum of €232.5 million and comprising a €100 million revolving loan and a €132.5 million repayment loan. Regarding the repayment loan, the outstanding balance at September 30, 2019 was €31.8 million. Annual installments of €10.6 million are due on each March 31 until 2022. The €100 million revolving credit had not been drawn as of September 30, 2019. Five riders were signed (March 31, 2015, January 22, 2016, May 5, 2017, February 2, 2018 and June 19, 2019) at the Group’s request, to amend a number of provisions, notably the margin scale in rider No. 1, the ratios to be respected in rider No. 2, the repayment schedule in rider No. 3, the removal of the guarantees relating to the repayment of the loans in rider No. 4 and the increase in the additional debt authorized in rider No. 5. Interest rate The amounts drawn on these credit lines carry interest at the Euribor rate, plus a margin which is adjusted periodically based on the ratio of consolidated net financial indebtedness to consolidated Ebitda.

Early repayment obligations – Event of default

The loan agreement allows the lenders to require early repayment of the entire amount due, should a majority of the lenders request it,

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