EXEL industries - 2019 Universal Registration Document

Separate fi nancial statements 5

Statutory Auditors’ special report on regulated agreements c and commitments

Statutory Auditors’ special report on regulated agreements Ƥ and commitments

5.6

Annual General Meeting for the approval of the fi nancial statements for the fi scal year ended September c 30, 2019 To the Annual General Meeting of EXEL Industries,

As your Company’s Statutory Auditors, we hereby present our report on regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of, as well as the reasons for the Company’s interest in, those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and merits or identifying such other agreements and commitments, if any. It is your responsibility, pursuant to Article c R.225-31 of the French Commercial Code, to assess the merits of concluding these agreements and commitments for the purpose of approving them. Our role is also to provide you with the information stipulated in Article c R.225-31 of the French Commercial Code relating to the implementation during the past year of agreements and commitments previously approved by the Annual General Meeting, if any. We performed procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie nationale des Commissaires aux Comptes) relating to this engagement. Agreements and commitments submitted for approval to the Annual General Meeting Agreements and commitments authorized and entered into during the last fi scal year In application of Article c L.225-40 of the French Commercial Code, we have been noti fi ed of the following agreements and commitments entered into during the last fi scal year that were subject to prior authorization by your Board of Directors. With HOLMER Exxact (subsidiary of your Company) „ Nature and object: agreement entered into with HOLMER Exxact in view of a €5.6 c million debt waiver. This agreement was authorized by the Board of Directors of September c 25, 2019. „ Terms: this agreement led to the recognition of a €5.6 c million expense in the fi nancial statements of the fi scal year. „ Reasons justifying its interest for the Company: this agreement aims to restore the net position of the subsidiary. With Hardi International (subsidiary of your Company) „ Nature and object: agreement entered into with Hardi International in view of a DKK c 50 c million debt waiver. This agreement was authorized by the Board of Directors of September c 25, 2019. „ Terms: this agreement led to the recognition of a €6,696,847 expense in the fi nancial statements of the fi scal year. „ Reasons justifying its interest for the Company: this agreement aims to restore the net position of the subsidiary. With Hardi France (subsidiary of your Company) „ Nature and object: agreement entered into with Hardi France in view of a €2,374,755 c million debt waiver. This agreement was authorized by the Board of Directors of September c 25, 2019. „ Conditions: this agreement led to the recognition of a €2,374,755 expense in the fi nancial statements of the fi scal year. „ Reasons justifying its interest for the Company: this agreement aims to restore the net position of the subsidiary. Agreements and commitments previously approved by the Annual General Ƥ Meeting We have been informed that there are no agreements and commitments previously approved by the Annual General Meeting which have remained in force during the fi scal year. Courbevoie and Lyon, January c 15, 2020 The Statutory Auditors

Mazars

Deloitte & Associés

Lionel GOTLIB

Nathalie LORENZO CASQUET

EXEL Industries Group I 2019 Universal Registration Document

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