DERICHEBOURG - Universal registration document 2018-2019

5

Information on the Company and Share capital Voting rights

canceling the shares thus purchased, as part of the Company’s p financial policy. The same shareholders’ meeting authorized the Board of Directors to reduce the share capital, in one or more transactions, by canceling the shares thus purchased, subject to a maximum of 10% of the share capital per 24-month period.

During that year, the Company acquired 4,481,291 shares representing 2.73% of the share capital, for the purpose of canceling those securities. All shares acquired were canceled by a decision of the Board of Directors on May 22, 2019. As of September 30, 2019, the Company did not hold any of its own shares.

Voting rights 5.8

The voting rights attached to shares are proportional to the amount of capital that they represent. For an equal amount of the nominal value, each share of the capital carries the right to one vote. Nevertheless, a double voting right is attributed to all fully paid shares held in registered form for five years or more in the name of the same shareholder. As of September 30, 2019, the share capital comprised 159,397,489 shares with a nominal value of €0.25 each, including

68,135,837 shares with double voting rights. The number of voting

rights at September 30, 2019 amounted to 227,533,326.

At September 30, 2019. Mr. Daniel Derichebourg’s family held, through CFER and Financière DBG, 41.29% of the share capital of Derichebourg and 57.82% of the voting rights.

2% threshold set in bylaws 5.9

Any physical person or legal entity acting alone or in concert who comes to own the number of shares or voting rights that exceeds the thresholds set forth in the regulations in effect must provide the information specified in the latter. The same information is required whenever the holder’s share of the capital or voting rights falls below the thresholds set forth in the regulations in effect. Article 10 of the bylaws stipulates that any physical person or legal entity acting alone or in concert that comes to possess a number of shares representing 2% or more of the Company’s share capital must inform the Company of the number of shares held within 15 days whenever this percentage is exceeded. If the number or percentage of the voting rights held is not the same as the number or percentage of the shares held, the percentage referred to above is calculated in terms of voting rights. Failure to observe the provisions of the bylaws results in the following sanction: shareholders in breach of said provisions may be deprived of voting rights for shares in excess of the fraction not declared.

Article 10 of the bylaws stipulates that the Company may at any time request from the organization responsible for the registration of securities the information provided for by law relating to the identity of the owners of securities which give an immediate or deferred right to vote at shareholders’ meetings. The Company also has the right to request, under the conditions laid down by the French Commercial Code, the identity of the beneficial owners of shares if it considers that certain shareholders, whose identities have been disclosed to it, hold the shares concerned for the account of third parties. The Company may request any legal entity holding more than 2.5% of the share capital or voting rights to inform it of the identity of any persons holding directly or indirectly more than one third of the share capital or voting rights of said legal entity. The following threshold crossings were recorded during the fiscal year:

Date

Shareholder’s name

Threshold crossed

10-03-19 10-05-19 10-18-19 11-13-19

Norges Bank Norges Bank Norges Bank

Below the 5% share capital threshold with 3.52% of voting rights Above the 5% share capital threshold with 3.70% of voting rights Below the 5% share capital threshold with 3.45% of voting rights Above the 2% share capital threshold with 1.50% of voting rights

Sycomore Asset Management

DERICHEBOURG p 2018/2019 Universal Registration Document 201