Derichebourg // 2020-2021 Universal Registration Document

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

Benefits in kind A Citroën DS3 is provided to Mr. Daniel Derichebourg by the Group. He does not benefit from any performance share awards, stock options or purchase options, supplementary pension plans, etc. In accordance with the provisions of Article L. 22-10-34 of the French Commercial Code, the Combined General Meeting of January 27, 2022 will be called upon to approve the remuneration components paid or granted to Mr. Daniel Derichebourg in respect of the fiscal year ended September 30, 2021, as presented in this report. Remuneration of Mr. Abderrahmane El Aoufir, Deputy CEO Mr. Abderrahmane El Aoufir does not receive any remuneration in respect of his position as Deputy Chief Executive Officer. Fixed remuneration The Deputy CEO receives a fixed annual remuneration which is set based on his responsibilities. It is paid to him by Coframétal under a pre-existing employment contract, while €19 thousand is paid by DBG Finances. This fixed remuneration amounts to €300,000 per year, paid over 13 months. In April 2020, Mr. El Aoufir chose to temporarily waive 30% of his fixed remuneration for the period from April to September 2020 due to the health situation and its economic consequences. Given the Group’s satisfactory results, Mr. El Aoufir received his full fixed remuneration for the 2019-2020 fiscal year, as the Group saw a recovery in January 2021. As part of the new compensation policy, it is proposed to increase the amount of fixed remuneration by 3.5% to take into account changes in market practices and inflation. Variable remuneration Under his employment contract, Mr. El Aoufir may receive a variable remuneration component. Annual variable remuneration is determined under performance conditions according to the Group’s results based on the following quantitative and qualitative criteria: the quantitative criteria are notably based on financial indicators that enable the Group’s financial performance to be assessed (Company’s consolidated net income, Ebitda, Group revenue growth); the qualitative criteria are based on continuity objectives and the implementation of the Group’s strategy, the achievement of external growth operations, continuing the Group’s business development, the implementation of disposals or acquisitions, and strategic repositioning. The annual variable remuneration will be equal to a maximum of eighteen months’ fixed remuneration.

It will be determined according to the following formula: Annual variable remuneration = A + B + C, where A represents the component of the bonus based on the financial performance for the fiscal year. A = (Recurring Ebitda for the fiscal year - €120 million) x 0.15%. The amount A may not be less than 0, nor exceed 60% of the annual fixed remuneration. B is designed to take into account multi-year performance. B = B1 + B2 + B3. The amount B may not be less than 0, nor exceed 45% of the annual fixed remuneration, with B1 = ((Dividends in respect of the fiscal year n-2 + Dividends in ● respect of the fiscal year n-1 + Dividends in respect of the fiscal year n)/3)*0.25% B2 = (((Recurring Ebitda n-2 - €120 million) + (Recurring Ebitda n-1 ● -€120 million) + (Recurring Ebitda n - €120 million))/3) * 0.075% B3 = 0 if R > 3.01, ● – €20,000, if R between 2.01 and 3 – €40,000, if R between 1.01 and 2 – €60,000, if R less than or equal to 1, with – R = (Leverage ratio n-2 + Leverage ratio n-1 + Leverage ratio n)/3 – B1, B2, B3 may not be negative. C, an amount between 0% and 45% of annual fixed remuneration, submitted by the CEO to the Appointments and Remuneration Committee, designed to reward the achievement of pre-established individual objectives. The Appointments and Remuneration Committee reserves the right to propose to the Board to readjust the amount of annual variable remuneration at the end of the fiscal year depending on the circumstances and events. Exceptional remuneration may, where appropriate, be allocated in the event of the carrying out of special missions, such as the integration of a significant acquisition. Variable remuneration also includes employee savings. It is specified that the payment of variable and exceptional remuneration components is subject to approval by the Ordinary General Meeting under the conditions provided for in Article L. 22-10-9 of the French Commercial Code. There is no change to the method used to determine the annual variable remuneration. Pursuant to the foregoing, the annual variable remuneration payable to Mr. Abderrahmane El Aoufir in respect of the 2020-2021 fiscal year amounts to €450,000 (€304,000 in 2019-2020). Benefits in kind Mr. Abderrahmane El Aoufir is provided with a Citroën DS7 or equivalent vehicle by the Group. He does not benefit from any performance share awards, stock options or purchase options, supplementary pension plans, etc. It should be noted that, in accordance with the provisions of Article L. 22-10-34 of the French Commercial Code, the Combined General Meeting of January 27, 2021 will be called upon to approve the remuneration components paid or granted to Mr. Abderrahmane El Aoufir in respect of the fiscal year ended September 30, 2021, as presented in this report.

DERICHEBOURG 2020/2021 Universal Registration Document 112