Derichebourg // 2020-2021 Universal Registration Document

4

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

Meeting of June 25, 2021 (held by videoconference) Authorization to issue “green” senior unsecured notes. It is specified that the Combined General Meeting of February 10, 2021 amended the Company bylaws to provide for the use of written advice under the conditions provided for by law. The frequency and duration of Board meetings allowed for an in-depth review of the topics discussed. In accordance with the provisions of Article L. 823-17 of the French Commercial Code, the Statutory Auditors were invited to the Board meetings to review and approve the annual and half-year financial statements.

Business report relating to the half-year financial statements; report on activity relating to the Group’s two divisions during the half-year; changes in indebtedness; outlook. Observations of the Statutory Auditors and approval of the consolidated financial statements. Press release. Financial and forecast documents at the end of the first half of the fiscal year. Chairman’s authorization to provide endorsements, security interests and guarantees. Review and authorization of the signing of Amendment no. 1 to the loan agreement dated March 19, 2020. Summary following the assessment of the work of the Board of Directors and its committees. Update on the procedure for qualifying and assessing agreements. Presentation of the environmental efficiency gains expected from the acquisition of Ecore. Breakdown of the annual fixed amount allocated to directors.

Summary table of the authorizations granted to the Board of Directors 4.2.5 by the General Meeting (Article L. 225-100 of the French Commercial Code)

Use during the fiscal year

Date of GM Type of delegation or authorization

Ceiling/limit

Period of validity

None

26 months from the General Meeting, i.e. until April 9, 2023

€50,000,000 (€500,000,000 in respect of the issue of debt securities) €50,000,000 (€500,000,000 in respect of the issue of debt securities) €50,000,000 within the limit of 20% of the share capital per year (€500,000,000 in respect of the issue of debt securities) 10% of the share capital at a maximum price of €20 per share 10% of the share capital per 24-month period €50,000,000

February 10, 2021 Delegation to issue all securities giving access to the Company’s share capital, immediately or in the future, while maintaining preferential subscription rights for shareholders February 10, 2021 Delegation to issue all securities giving access to the Company’s share capital, immediately or in the future, while eliminating preferential subscription rights for shareholders

None

26 months from the General Meeting, i.e. until April 9, 2023

None

26 months from the General Meeting, i.e. until April 9, 2023 26 months from the General Meeting, i.e. until April 9, 2023

February 10, 2021 Delegation to increase the share capital by

incorporation of reserves, profits, premiums or other amounts whose capitalization is allowed

None

February 10, 2021 Delegation to issue shares and/or securities giving access to the Company’s capital and/or debt securities, by way of an offer within the meaning of

Article L. 411-2 II of the French Monetary and Financial Code, while eliminating preferential subscription rights for shareholders

None

18 months from the General Meeting, i.e. until August 9, 2022 18 months from the General Meeting, i.e. until August 9, 2022

February 10, 2021 Authorization to trade in Company shares

None

February 10, 2021 Authorization to reduce the share capital by canceling shares

DERICHEBOURG 2020/2021 Universal Registration Document 107