AFD // 2021 Universal Registration Document

CORPORATE GOVERNANCE 3 Report on corporate governance

of Directors. The powers granted to the CEO are laid down in AFD’s Bylaws and the Chief Executive Officer exercises them with respect for the rights of the Board of Directors. 3.1.6.2 Summary table of the valid delegations

The Agency borrows over the short, medium and long term in France and abroad, either through financial organisations, or by issuing bonds, notes, securities or any other debt instrument. It performs all financial transactions required for its activities. The Agency’s transactions are recorded in accordance with the rules concerning trade and in compliance with regulations governing credit institutions. A Government Commissioner, appointed by the Minister of the Economy, performs the duties set out in Article ɸ L.615-1 and Articles ɸ D.615-1 to D.615-8 of the French Monetary and Financial Code for the Agency. The Agency’s financial statements are audited by two statutory auditors, appointed pursuant to the provisions of Articles ɸ L.511-38, D.511 8, D.511-9 and D. 612-53 to R.612-60 of the French Monetary and Financial Code. The statutory auditors are subject to the obligations provided for in Article ɸ L.511-38. Article ɸ R.515-19 of the French Monetary and Financial Code stipulates that the Board of Directors meets at least four times a year when convened by its Chairperson. During 2021, the Board of Directors and its specialised committees met 37 ɸ times. 3.1.4 Remuneration and bene fi ts of ɸ the ɸ executive corporate o ffi cers In accordance with Act No. ɸ 2005-842 of 26 ɸ July 2005 on economic trust and modernisation, please see below for the remuneration paid in 2020 to each corporate officer: TOTAL GROSS REMUNERATION (IN EUROS) P Rémy Rioux, Chief Executive Officer (start of term on 2 ɸ June ɸ 2016): 190,292. P Bertrand Walckenaer, Chief Operating Officer (start of term on 14 ɸ February 2019): 172,360. P Marie-Hélène Loison, Chief Operating Officer (start of term on 8 ɸ July 2021): 141,894. There are no benefits in kind, special retirement schemes, stock option plans or variable remuneration for AFD’s executive officers. 3.1.5 Remuneration and bene fi ts of ɸ the ɸ corporate o ffi cers AFD’s directors receive no payment or benefits in kind. 3.1.6 Other information 3.1.6.1 Possible limitations that the Board of Directors can place on the powers of the Chief Executive Officer (Articles L.225-37-4 and L.22-10-10 of the French Commercial Code) Unlike commercial companies, AFD’s EPIC (industrial and commercial public undertaking) status does not permit it to limit the powers granted to the Chief Executive Officer by the Board

granted by the general meeting of shareholders with respect to capital increases, pursuant to Articles L.225-129-1 and L.225-129-2 of the French Commercial Code, showing how those delegations were used during the financial year

Not applicable. 3.1.6.3 Specific terms and conditions of

shareholder participation in the general meeting or provisions of the bylaws that provide for such terms and conditions (Articles L.225-37-4 and L.22-10-10 of the French Commercial Code)

Not applicable. 3.1.6.4 Report by the statutory auditors drawn up pursuant to Article L.22-10-71 of the French Commercial Code on the Board of Directors’ report on corporate governance As part of the specific verifications, the statutory auditors verify the fairness and consistency of the information given in the Board of Directors’ report on corporate governance. 3.1.6.5 Items likely to have an impact in the event of a takeover or exchange offer (Article L.22-10-11 of the French Commercial Code) Among the items referred to in Article ɸ L.22-10-11 of the French Commercial Code, there is no item that may have an impact in the event of a takeover or exchange offer. Not applicable. 3.1.6.6 Presentation of the draft resolutions relating to the principles and criteria for determining, allocating and distributing the fixed, variable and exceptional items comprising the total remuneration and benefits of all kinds attributable to the Chairperson, Chief Executive Officers, Deputy Chief Executive Officers, because of their mandate (Article L.22-10-8 of the French Commercial Code) Not applicable in the absence of variable remuneration for the executives of the public institution.

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2021 UNIVERSAL REGISTRATION DOCUMENT