DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance Summary table of the authorizations granted to the Board of Directors by the shareholders’ meeting

Summary table of the authorizations granted to the Board 2.7 of Directors by the shareholders’ meeting (Article L. 225-100 of the French Commercial Code)

Use during the fiscal year

Date of SM Type of delegation or authorization

Ceiling/limit

Period of validity

February 5, 2019 Delegation to issue all securities giving access to the Company’s share capital, immediately

€50,000,000 (€500,000,000 in respect of the issue of debt securities)

26 months from the shareholders’ meeting, i.e. until April 4, 2021

None

or in the future, while maintaining preemptive subscription rights for shareholders

February 5, 2019 Delegation to issue all securities giving access to the Company’s share capital, immediately or in the future, while eliminating preemptive subscription rights for shareholders February 5, 2019 Delegation to increase the share capital by incorporation of reserves, profits, premiums or other amounts whose capitalization is allowed February 5, 2019 Delegation to issue shares and/or securities giving access to the Company’s capital and/or debt securities, by way of an offer within the meaning of Article L. 411-2 II of the French Monetary and Financial Code, while eliminating preemptive subscription rights for shareholders February 5, 2019 Authorization to trade in Company shares

€50,000,000 (€500,000,000 in respect of the issue of debt securities)

26 months from the shareholders’ meeting, i.e. until April 4, 2021 26 months from the shareholders’ meeting, i.e. until April 4, 2021 26 months from the shareholders’ meeting, i.e. until April 4, 2021

None

€50,000,000

None

€50,000,000 capped at 20% of the share capital per year (€500,000,000 in respect of the issue of debt securities)

None

10% of the share capital at a maximum price of €20 per share

18 months from the shareholders’ meeting, i.e. until August 4, 2020

Yes

February 5, 2019 Authorization to reduce the share capital by canceling shares

10% of the share capital per 24-month period

18 months from the shareholders’ meeting, i.e. until August 4, 2020

Yes

Factors likely to have an impact in the event of a public 2.8 offering

The following factors are likely to have an impact in the event of a public offering: the Company’s shareholding structure (see section 3.4); p the existence of double voting rights under certain conditions (see p section 5.8); the ability to buy and sell the Company’s securities (see section 6.6); p the use of current authorizations to issue share equivalents (see p section 2.7);

clauses in syndicated loan agreements that require immediate p repayment in the event of a change in control of the Company (see note 4.11.1.5 to the consolidated financial statements); the provisions of the trademark licensing agreement entered into p with TBD Finances, controlled by the Derichebourg family, and Derichebourg for the use of the Derichebourg trademark (see section 2.6.3).

DERICHEBOURG p 2018/2019 Universal Registration Document 79