Derichebourg // 2020-2021 Universal Registration Document

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Board of Directors’ report on corporate governance Remuneration of executives and corporate officers

Remuneration of executives and corporate officers 4.5

Remuneration other than directors’ fixed remuneration With the exception of Messrs. Boris and Thomas Derichebourg, the directors do not receive remuneration other than the fixed remuneration of the directors. Messrs. Boris and Thomas Derichebourg perform operational functions within the Group and receive remuneration paid to them by Derichebourg Environnement under an employment contract, and by DBG Finances in the amount of €13,000 (for each fiscal year). In April 2020, Messrs. Boris and Thomas Derichebourg chose to temporarily waive 30% of their fixed remuneration for the period from April to September 2020 due to the health situation and its economic consequences. Given the faster than expected recovery of the Group’s business, Messrs. Boris and Thomas Derichebourg received all of their fixed remuneration for the 2019-20202 fiscal year, as the Group saw a recovery in January 2021. Benefits in kind Messrs. Boris and Thomas Derichebourg each have a company car. Mr. Boris Derichebourg is provided with a Lexus or equivalent vehicle by the Group. Mr. Thomas Derichebourg is provided with a Tesla or equivalent vehicle by the Group. Remuneration of executive corporate officers 4.5.1.2 It should be noted that, in respect of the fiscal year just ended and pursuant to Article L. 22-10-8 of the French Commercial Code, the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total remuneration and benefits of any kind to executive corporate officers in respect of their office were approved by the Combined General Meeting of February 10, 2021 under the resolutions relating to the Chairman and Chief Executive Officer and to the Deputy Chief Executive Officer. The new compensation policy, which will be submitted for approval to the Combined General Meeting of January 27, 2022, makes changes to the one previously voted on. Remuneration of Mr. Daniel Derichebourg, Chairman and CEO Fixed remuneration Mr. Daniel Derichebourg does not receive any remuneration in respect of his position as Chairman and Chief Executive Officer. However, please note that he receives remuneration paid to him by DBG Finances. He receives the directors’ fixed remuneration paid to him by Derichebourg SA. Mr. Daniel Derichebourg has no employment contract with Derichebourg or any company controlled by the latter.

Remuneration policy for corporate 4.5.1 officers (Article L. 22-10-8 of the French Commercial Code) In accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, the Board of Directors, on the proposal of the Appointments and Remuneration Committee meeting of December 6, 2021, submits to the approval of the Combined General Meeting of January 27, 2022 the new compensation policy for executive and non-executive corporate officers for the 2021-2022 fiscal year. The previous compensation policy applicable to corporate officers was adopted by the Combined General Meeting of February 10, 2021. The Board of Directors sets out, reviews and implements the compensation policy for each of the corporate officers at the recommendation of the Appointments and Remuneration Committee. In accordance with the provisions of Articles L. 22-10-8 and R. 22-10-14 of the French Commercial Code, the Board sets a compensation policy in line with the Company’s corporate interest, which contributes to its sustainability and is in line with its commercial strategy. In order to avoid any conflict of interest, the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer do not take part in discussions or votes on remuneration and any commitments relating thereto. Remuneration of non-executive members 4.5.1.1 of the Board of Directors Directors’ fixed remuneration Each director receives a fixed remuneration linked to his/her activity, the maximum total amount of which is voted by shareholders at the Ordinary General Meeting. The Combined General Meeting of February 5, 2019 set the remuneration of the members of the Board at the annual sum of €160,000. It will be proposed to the Combined General Meeting of January 27, 2022 to increase the total amount of fixed remuneration awarded to directors to €180,000 for the 2021/2022 fiscal year and for each of the following fiscal years, until further decision, primarily due to an increase in the number of directors in the event of adoption of the amendment to the Company bylaws providing for the appointment of a director representing employees. The Board of Directors would set the distribution of this fixed remuneration allocated to directors. The distribution of the directors’ fixed remuneration, within the limit of the total maximum amount voted by shareholders at the General Meeting, is decided by the Board of Directors. At its meeting of May 20, 2021, the Board of Directors decided to distribute this amount equally among the various directors. Remuneration for the 2020-2021 fiscal year was paid in December 2021. Mr. Matthieu Pigasse indicated that he did not wish to receive any remuneration. Distribution of the directors’ fixed remuneration for the 2020-2021 fiscal year

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