Derichebourg // 2020-2021 Universal Registration Document

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Board of Directors’ report on corporate governance The Board of Directors

Meeting of December 3, 2020 (held by videoconference) Review and approval of the corporate and consolidated financial statements for the fiscal year ended September 30, 2020. Proposal for allocation of income. Press release. Review and approval of financial and forecast documents; Examination of the agreements referred to in Articles L. 225-38 et seq . of the French Commercial Code: Derichebourg trademark license agreement with TBD Finances; services and assistance agreement with DBG Finances. Renewal of the service agreement with DBG Finances. Delegation of authority to the Chief Financial Officer to sign framework agreements and credit agreements. Letter of comfort to be granted to a captive reinsurance subsidiary in the process of being set up. Guarantee to be given to Banque Desjardins as collateral for a credit line of 4.9 MCAD to be granted to Derichebourg Canada Environnement Inc.. Review of the CSR report as a statement of extra-financial performance and the corporate governance report. Update on director independence. Review of the principles and criteria for determining the distribution and allocation of the fixed, variable and exceptional items making up the total remuneration and benefits of any kind attributable to each executive corporate officer (Article L. 225-37-2 of the French Commercial Code) and examination of the remuneration of executive corporate officers. Share buyback program. Authorization to be given to the Board of Directors to reduce the share capital by canceling shares. Financial delegation to the Board of Directors. Proposal for amendments to the Company bylaws to allow certain decisions to be taken by written consultation of the directors. Textual references applicable in the event of a change of codification. Meeting notice for the Combined General Shareholders’ Meeting on February 10, 2021. Meeting of December 22, 2020 (held by videoconference) Acquisition project of the Ecore Group; Derichebourg Interim joint guarantee for the benefit of Euler Hermes SA. Guarantee to be given to ODDO BHF SCA. Format of the Combined General Meeting of February 10, 2021. Meeting of May 20, 2021 (held by videoconference) Review of the half-year consolidated financial statements ended March 31, 2021.

Duties and functioning of the Board 4.2.4 Duties of the Board of Directors 4.2.4.1 The Board of Directors determines the Company’s business strategy and sees to its implementation. Subject to the powers expressly vested in shareholders’ meetings, and in accordance with the corporate purpose, the Board handles any matter that may affect the Company’s operations and meets to decide all matters within its remit. The Board of Directors shall perform any audits and verifications that it deems necessary. The Board of Directors is tasked in particular with the following: protecting the Company’s interests; conducting any checks it deems appropriate within the scope of the Company’s business operations; choosing the management method; appointing and dismissing executive corporate officers; determining the remuneration of executive corporate officers; ensuring the quality of the information provided to shareholders and to the financial markets; approving the Company’s corporate and consolidated annual and half-year financial statements; preparing the Company’s business reports and those of its subsidiaries; preparing this report; determining the amount of the endorsements, guarantees and security interests that can be granted by the Chairman and Chief Executive Officer; authorizing related-party agreements before submitting them to shareholder vote, and examining, on an annual basis, the agreements still in force during the fiscal year. The Board of Directors gives its opinion on all decisions relating to the Company’s major strategic, economic and financial policies, and sees to their implementation by General Management. The Board of Directors approves the strategy proposed by General Management. The Chairman informs the Board of any matter, and in a more general way, of any fact that calls into question the implementation of any part of the strategic plan. All documents, files and information relating to items on the agenda are sent to the members of the Board of Directors in advance, within a reasonable time frame. Functioning of the Board of Directors 4.2.4.2 The Board of Directors met four times during the fiscal year, with an average attendance rate of 81%. Given the Covid-19 health crisis, all meetings were held by videoconference. In addition to reviewing and approving the corporate and consolidated financial statements as of September 30, 2020 and preparing documents to submit to the Combined General Shareholders’ Meeting on February 10, 2021, the Board discussed and decided the following matters:

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