DERICHEBOURG - Universal registration document 2018-2019

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Further Information Presentation of the 2020/2021 share buyback program

Presentation of the 2020/2021 share buyback program 6.6

to cancel the bought-back shares under the conditions stipulated by p law, subject to the adoption of the corresponding resolution by the shareholders' meeting; to implement all approved market practices that come to be p recognized by law or the French securities regulator. Maximum portion of share capital, 6.6.5 maximum number and characteristics of capital securities and maximum purchase price The maximum portion of share capital authorized to be bought back under the new share buyback program would be 10% of the share capital, i.e. 15,939,748 shares. Derichebourg shares are listed on Compartment B of the Euronext Paris exchange (ISIN code: FR 0000053381). The maximum purchase price would be €20 per share. The maximum expenditure for these purchases would be €318,794,960 representing 10% of the Company's share capital; Buyback terms 6.6.6 The shares may be purchased, sold, exchanged or transferred using any means available in a stock-exchange or over-the-counter transaction, including the use of derivative financial instruments. All of the shares that may be acquired under the buy-back program may be purchased or transferred in blocks. These transactions may be made at any time, including during a tender offer. Duration of the buyback program 6.6.7 The term of the program is limited to 18 months from the shareholders' meeting convened to approve the financial statements for the fiscal year ended September 30, 2019, i.e. until July 30, 2021.

Legal framework 6.6.1 In accordance with Article 241-2 of the AMF General Regulation and Commission regulation (EC) no. 2273/2003 of December 22, 2003, this section presents the purpose and terms of the Company's share buyback program. This program, which falls under the scope of Article L. 225-209 of the French Commercial Code, shall be subject to approval by the shareholders' combined general meeting on January 31, 2020. Number of shares and portion of share 6.6.2 capital held by the Company The Company no longer holds any treasury shares following the cancellation of 4,481,291 treasury shares decided by the Board of Directors on May 22, 2019, using the delegation granted by the shareholders' combined general meeting on February 15, 2019. Breakdown of the Company's own 6.6.3 shares, by purpose None. Purpose of the new share buyback 6.6.4 program The new program's objectives are: to stimulate the market or market liquidity of Derichebourg stock p through a liquidity contract entered into with an investment service provider, in compliance with the AMAFI ethics charter approved by the AMF, the French securities regulator; to grant shares to employees, in accordance with legal requirements p and generally within the framework of a profit sharing or company savings plan; to purchase shares for subsequent use in exchange or as payment p for acquisitions; to deliver shares when exercising rights attached to securities p providing access to share capital via reimbursement, conversion, exchange, presentation of a warrant or via any other means;

DERICHEBOURG p 2018/2019 Universal Registration Document 215