Derichebourg // 2020-2021 Universal Registration Document

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

The Board of Directors’ meeting of December 3, 2020, authorized the renewal of this service agreement relating to the provision and centralization of management tools and services in managerial, administrative, financial and commercial areas, in accordance with the provisions of Article L. 225-38 of the French Commercial Code for a period of three years beginning January 1, 2021. The amount of remuneration remained unchanged, namely (€1,300,000 excl. tax), based on an expenditure budget. The services covered by this agreement are: policy making and definition of the Group’s strategic guidelines; help with drafting a business plan; contacts with Management Boards of major national and international client groups; internal and external development of the Group’s business; support for acquisitions;

For the period from October 1, 2020 to September 30, 2021, DBG Finances invoiced Derichebourg for an amount of €1,300 thousand under this agreement. This amount was established according to a projected expenditure budget and covers in particular the remuneration components paid by this company to Messrs. Daniel Derichebourg, Thomas Derichebourg, Boris Derichebourg and Abderrahmane El Aoufir, as detailed in section 4.5.2. Trademark licensing agreement A trademark licensing agreement effective from March 1, 2009 for a fixed period of ten years was entered into between TBD Finances, which is controlled by the Derichebourg family, and Derichebourg. This agreement, which governs the use of the Derichebourg trademark, enables the Group to develop its own clientele and increase its loyalty. On December 4, 2018, the Board authorized the signing of a new agreement with the same conditions for another period of ten years starting March 1, 2019. The amount of fees, after taking into account the update to an independent intellectual property expert’s report, was set at 0.07% of the Environmental division’s consolidated revenue and 0.12% of the Multiservices division’s consolidated revenue. The fee under this contract for the fiscal year was €2,988 thousand.

corporate events and customer relations; assistance with recruiting senior managers; legal and tax consultancy services; financial, accounting and management support.

Statutory Auditors’ special report on related-party agreements 4.6.3 To the Derichebourg General Meeting, In our capacity as Statutory Auditors of your Company, we hereby report on certain related-party agreements.

We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying the interest for the Company. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code, to evaluate the benefits resulting from these agreements prior to their approval. In addition, we are required, where applicable, to inform you, in accordance with Article R. 225-31 of the French Commercial Code, of the implementation, during the year, of the agreements and commitments already approved by the General Meeting. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body ( Compagnie nationale des commissaires aux comptes ) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted. Agreements submitted for approval by the General Meeting In accordance with Article L. 225-40 of the French Commercial Code, we have been informed of the following agreement entered into during the past fiscal year, which was authorized in advance by your Board of Directors. Service agreement with DBG Finances Director involved: Mr. Daniel Derichebourg, Chairman of the Board of Directors and CEO of your Company and General Partner of DBG Finances. Nature and purpose The Board of Directors’ meeting of December 3, 2020 authorized, for a period of three years starting from January 1, 2021, the renewal of the assistance agreement with DBG Finances by which this latter would take part in managing the Group’s policy and in the supervision and control of its subsidiaries, in particular for the provision and centralization of management tools and services in managerial, administrative, financial and commercial areas.

DERICHEBOURG 2020/2021 Universal Registration Document 118