EXEL industries - 2019 Universal Registration Document

Report on Corporate Governance

Remuneration and bene fi ts paid in the fi scal year to corporate o ffi cers of the Group

From the 2017/2018 fi scal year, the Board of Directors includes a director representing employees, Mr. Sylvain MACCORIN, and benefits from the experience of two independent directors, Mr. Claude LOPEZ on behalf of SAS JUMP’TIME,and Mrs. Pascale AUGER. Directors are appointed for a term of six years, which is renewable for the same period of time, and the director representing employees is appointed for a term of three years. The Board also regularly invites to its meeting two observers in their capacity as Deputy Chief Executive O ffi cers. Role of the Board of Directors The Board of Directors sets the Company’s business priorities and ensures their implementation. Subject to the powers expressly granted to Annual General Meetings of Shareholders and within the Limits of the Company’s corporate charter, the Board may address all matters pertaining to the proper management of the Company and settle all items of business relating thereto. It performs the controls and veri fi cations it considers appropriate for this purpose. Workings of the Board of Directors Under his chairmanship, the Chairman of the Board of Directors calls meetings of the Board of Directors as often as necessary. As Chairman of the Board of Directors, he organizes and oversees the work of the Board of Directors and ensures the proper functioning of the Company’s governing bodies (Board of Directors, Annual General Meeting). The Board of Directors is a collegial body and the directors therefore perform collectively the functions assigned in law to the Board. The Chairman of the Board of Directors must ensure that directors are in a position to ful fi ll their duties and, in particular, ensure that they have all of the information necessary for them to carry out their duties.

The Board of Directors makes decisions by majority vote but always endeavors to reach them by consensus. In the event of a tie, the vote of the Chairman prevails. Since October c 1, 2018, the Board of Directors has met eight times, with several meetings being held by videoconferencing, pursuant to Article c 17 of the Articles of Association.

Rules for shareholder participation in c Annual c General Meetings

Bymeans of the Universal Registration Document and press releases, the Company’s shareholders continue to be kept properly informed about major foreseeable risks that could potentially jeopardize the continuing operations of the Company and its subsidiaries. The Company also has a solid understanding of our shareholder base and is seeking to strengthen long-term shareholder commitment (notably by granting them double voting rights for shares held for more than four years). All shareholders may participate in Annual General Meetings. However in order to participate, vote by mail or be represented at meetings, shareholders must, no later than three c (3) business days before the meeting, by midnight (Paris time): „ if a holder of registered shares, be listed in the registered shareholders’ account maintained by the Company; or „ if a holder of bearer shares, provide a certi fi cate of share ownership issued by the bank or broker managing these shares. Shareholders who do not personally attend Annual General Meetings may choose one of the following three options: „ grant a proxy to any other person; „ send a proxy form to the Company without specifying the proxy’s name; or „ vote by mail.

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6.7 Remuneration and bene fi ts paid in the fi scal year to corporate o ffi cers of the Group

In accordancewith Article c L.225-37-3 of the French Commercial Code, the total remuneration and bene fi ts of all kinds paid to the corporate o ffi cers by EXEL Industries, by the companies controlled within the meaning of Article c L.233-16, and by EXEL SAS which controls EXEL industries within the meaning of the same Article, are listed below. It should be noted that EXEL Industries has not granted its corporate o ffi cers: „ any loans, advances, or guarantees;

„ stock subscription or purchase options; „ restricted stock; „ severance payment or change of duties compensation; „ or supplemental pension plan.

EXEL Industries Group I 2019 Universal Registration Document

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