Derichebourg // 2020-2021 Universal Registration Document

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Board of Directors’ report on corporate governance Related-party agreements

Related-party agreements 4.6

Provisions concerning related-party 4.6.1 agreements (Article 21 of the bylaws) “Any agreement which links, either directly or through an intermediate person, the Company and its CEO, one of its Deputy CEOs, one of its directors, one of its shareholders holding a number of voting rights greater than the percentage set forth in Article L. 225-38 of the French Commercial Code or, where the latter is a company shareholder, the Company which controls it as defined in Article L. 233-3 of the French Commercial Code, must be submitted for prior approval by the Board of Directors. The same applies to any agreements in which one of the people in the above list has an indirect interest. Assessment procedure for routine agreements Pursuant to Article L. 22-10-12 of the French Commercial Code, the Board of Directors decided at its meeting of May 20, 2021 to establish an internal charter on related-party agreements and procedure for qualifying and assessing agreements. The charter was drawn up in accordance with the regulations in force. The purpose of the internal charter is to: review the regulatory framework applicable to related-party agreements and free agreements; define the criteria for qualifying agreements; set up the procedure to identify the agreements to be submitted to the related-party agreements and free agreements procedure, known as “current agreements concluded under normal conditions”, which should be assessed on a regular basis. The procedure for identifying agreements is implemented by the General Secretariat and the Company’s Legal Department. In particular, the General Secretariat must be informed prior to any transaction likely to constitute a related-party agreement at Company level. Prior to any transaction likely to constitute a related-party agreement, the General Secretariat and the Legal Department must be informed immediately by: the person directly or indirectly concerned having knowledge of a draft agreement that may constitute a related-party agreement; and more generally, any person in the Group (operational or functional management) having knowledge of a draft agreement that may constitute a related-party agreement. On the basis of this information, the General Secretariat and the Legal Department will analyze the draft agreement with the support of the Finance Department or the opinion of third parties (Statutory Auditors, legal advisors, etc.) to identify whether or not the agreement is of a regulatory nature.

Prior authorization is also required for agreements between the Company and any business if the CEO, one of the Deputy CEOs or one of the directors of the Company is the owner, general partner, manager, director, member of the Supervisory Board or, in any other way, a manager of that business. The above provisions are not applicable to any agreements relating to ordinary transactions concluded under normal terms and conditions. Nevertheless, such agreements, except where their purpose or their financial implications are not material for any of the parties, must be brought to the knowledge of the Chairman of the Board of Directors by the interested party. The Chairman shall then inform the members of the Board and Statutory Auditors of the list of agreements and their purposes.” It also provides for an annual review by the Board of Directors of all agreements relating to day-to-day transactions concluded under normal conditions during the past fiscal year or whose performance continued during the last fiscal year. Prior to the meeting of the Board of Directors called to approve the financial statements for the last fiscal year, every year the General Secretariat and the Legal Department will review the agreements in force deemed to be current and entered into under normal conditions, in order to verify whether these agreements still meet the conditions. The list of agreements concerned as well as the conclusions of the review conducted by the General Secretariat and the Legal Department are sent to members of the Board. In accordance with the procedure put in place, the review conducted by the General Secretariat and the Legal Department revealed the absence of new current agreements concluded under normal conditions. The Board of Directors was informed of this at its meeting of December 7, 2021. Agreements 4.6.2 A new related-party agreement was entered into during the year. This is the service agreement with DBG Finances as described below. Please also note the agreements entered into during previous years during previous years and continued this year. Service agreement A service agreement was concluded for an initial three-year term, with effect from January 1, 2012, then renewed on January 1, 2015 and again on January 1, 2018 for successive three-year terms, with DBG Finances, a company controlled by the family of Mr. Daniel Derichebourg, which aims to define the terms and conditions of DBG Finances’ influence over the definition and oversight of the Group’s strategy.

DERICHEBOURG 2020/2021 Universal Registration Document 117