DERICHEBOURG - Universal registration document 2018-2019

5

Information on the Company and Share capital Powers of the Board of Directors, in particular, for the issue or buyback of shares

Shareholders’ extraordinary general meetings (Article 35) “A shareholders’ extraordinary general meeting alone shall have the power to amend any provision of the bylaws. However, such meeting may not increase the obligations of shareholders, except in the event of a consolidation of shares that has been properly carried out or for the negotiation of securities granting rights to fractional shares in the case of transactions such as capital increases or decreases. Furthermore, it may not change the Company’s nationality except if the host country has concluded a special convention with France allowing the Company to acquire its nationality and transfer its registered office to its territory, and retain its legal personality. As an exception to the exclusive power of a shareholders’ extraordinary general meeting to make all amendments to the bylaws, the Board of Directors may amend the provisions concerning the amount of capital and the number of shares that represent the capital, provided such amendments actually correspond to the results of a capital increase, decrease or redemption.”

Quorum and majority vote at shareholders’ extraordinary general meetings (Article 36) “Subject to the exceptions specified in the case of certain capital increases and of conversions into another type of company, a shareholders’ extraordinary general meeting can be validly conducted pursuant to a first notice only if the shareholders present, voting by mail or represented hold at least one third of the shares having the right to vote, and pursuant to a second notice, one quarter of the shares having the right to vote. If the latter quorum is not attained, the second meeting may be deferred to a subsequent date no later than two months after the date on which it was convened. To the same exceptions as above, the decisions of a shareholders’ extraordinary general meeting shall be made by a two-thirds vote of the shareholders present, voting by mail or represented. If the meeting has been convened to deliberate on the approval of a contribution in kind or the granting of a specific benefit, the contributor or beneficiary, whose shares shall not be counted in calculating the quorum or the majority, may not participate in the vote, either on his/her own behalf or as a proxy.”

Powers of the Board of Directors, in particular, 5.16 for the issue or buyback of shares

The table in section 2.7 lists the powers delegated to the Board of Directors in terms of share issues.

Sections 2.7, 6.5 and 6.6 describe the powers of the Board of Directors to buy back shares.

Agreements entered into by the Company which are 5.17 amended or end in the event of a change of control

Significant agreements that would be likely to come to an end in the event of a change of control at the Company are as follows: ▪ the 2014 syndicated loan agreement (amended by addenda on May 5, 2017, February 2, 2018, and June 19, 2019); p ▪ loan agreement for €130 million signed on July 19, 2019. p

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