Derichebourg // 2020-2021 Universal Registration Document

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of Directors’ report on corporate governance The Board of Directors

The directors also made a number of comments relating in particular to compliance, CSR and Group strategy. Further details on these points will be provided at future Committee and Board meetings.

In compliance with the recommendations of the AFEP-MEDEF Code, the Appointments and Remuneration Committee meeting of December 6, 2021, issued an opinion on the independence of the members of the Board of Directors based on the independence criteria adopted for the Company. Having taken into account this opinion, the Board of Directors’ meeting of December 7, 2021 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered as independent directors in spite of a term of office exceeding 12 years, in particular due to their training, as well as the authority and experience that these directors demonstrate in management and business administration, and in financial matters. However, the Board considered that this exemption was only valid until the end of those directors’ current terms of office. It is specified that the following directors cannot be considered as independent: Mr. Daniel Derichebourg, Mr. Boris Derichebourg, Mr. Thomas Derichebourg and CFER, represented by Mrs. Ida Derichebourg, because of family ties between them and their status as major shareholders. The Board thus has four independent directors out of a total of eight directors, i.e. more than one-third of Board members. Balanced gender representation within the Board of Directors The Board shall ensure that it maintains balanced gender representation. The Board of Directors currently comprises three female members out of a total of eight members, i.e. 37.50%, being close to 40%. The difference between the number of directors of each gender is therefore no more than two, in accordance with the provisions of Article L. 225-18-1 of the French Commercial Code. Expertise The Board ensures that it includes in its midst directors with a wide range of skills and expertise in different areas. In this way, it ensures that there is a diversity of experience and points of view, that the profiles of the directors complement one another, and that they include international, financial, economic, industrial and business expertise. As part of a good governance practice, the Company has followed recommendation no. 10 of the AFEP-MEDEF Code revised in January 2020 which provides for a formal assessment of the work of the Board of Directors and its committees (Audit Committee and Appointments and Remuneration Committee) at least every three years. The Company has chosen not to formally conduct this assessment with the assistance of external consultants. As a result, individual questionnaires were sent on April 19, 2021 by the General Secretary to all directors, to enable them to assess the Board of Directors and its committees through their work and how they function. The directors responded to these questionnaires and made a few observations. A summary of these assessments was presented to the Audit Committee and to the Board of Directors for the closing of the half-year financial statements and revealed an overall rate of satisfaction amongst the directors. Assessment of the work of the Board of Directors and committees

Conflicts of interest 4.2.3 By law, and in accordance with the AFEP-MEDEF Code, directors are subject to compliance with the rules in force regarding conflicts of interest and market ethics. With the exception of: the existing lease between Société des Demueyes, owned by the Derichebourg family and managed by Mr. Daniel Derichebourg, and Revival, for premises in Comines (Nord), for an annual rent of €34 thousand; the existing lease between Mrs. Ida Derichebourg and Polybuis for the premises located at 106, rue du Moulin-de-Cage, 92230 Gennevilliers: land used for storing trucks, cloakrooms, offices, for an annual rent of €45 thousand. This lease was entered into before she took office; the service agreement concluded between Derichebourg and DBG Finances, aiming to define the terms and conditions of DBG Finances’ input into the definition and oversight of Group strategy (see 4.6.2); the agreement to use the Derichebourg trademark in exchange for royalties concluded with TBD Finances, both companies being controlled by the Derichebourg family (see 4.6.2); the planned disposal of SCI la Futaie and SCEA du Château Guiteronde (operating company) to SCEV La Tour Guiteronde held by CFER, controlled by the Derichebourg family, for the enterprise value of €2,600 thousand; for the commercial lease between SCI IDA I, a subsidiary of CFER, and Derichebourg Multiservices Holding, a wholly owned subsidiary of the Company, for a real estate complex (“ex-Pernod” Tower building) for office use located at 51, chemin des Mèches in Créteil (Val-de-Marne), for an annual rent of €600 thousand. There are no other potential conflicts of interest between the duties of any member of the Board of Directors and their private interests or other duties. Section 4.6 and the Statutory Auditor’s special report appearing in section 4.6.3 show the details of these agreements. In addition to the applicable provisions of the French Commercial Code concerning related-party agreements, all directors are required to inform the Board of all conflict of interest situations, even if such conflict is only potential, and must abstain from voting on any decision of the Board of Directors for which the existence of a conflict of interest situation would be presumed. There have been no arrangements or agreements made with the principal shareholders, or with customers or suppliers, pursuant to which a member of the Board has been appointed a director of the Company. Given the four independent directors who serve on the Board of Directors, the Company believes that there is no risk that control of CFER, which holds 41.25% of the share capital and 57.80% of voting rights, might be exercised improperly.

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