Derichebourg // 2020-2021 Universal Registration Document

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

General Management duties are shared with Mr. Abderrahmane El Aoufir, whose term of office as Deputy CEO was also renewed by decision of the Board on February 10, 2016. The Deputy CEO has the same powers as the CEO, including that of representing the Company vis-à-vis third parties. The Board considered that he held operational duties that promote decision-making. No formal restriction has been placed on the Chairman and CEO’s powers, other than that provided for by law concerning the Company’s granting of endorsements, guarantees and security interests. However, the Chairman and CEO normally requires the prior consent of the Board of Directors for any decision whose implementation or consequences could have a material impact on the Group’s business

activities, assets or liabilities. This is the case for operations such as those listed below, without this list being exhaustive or imperative: significant planned acquisitions; the granting of specific guarantees that do not legally require the Board’s prior approval; acquisition or disposal of significant assets. At the end of the General Meeting of January 27, 2022, the Board of Directors will meet to choose the Company’s method of exercising general management. The plan will be made to maintain the same method of exercising general management.

4.2

Board of Directors

Rules applicable to the appointment 4.2.1 and replacement of members Composition of the Board of Directors (Article 14) “The Company shall be managed by a Board of Directors made up of at least 3 and no more than 18 members. However, in the event of a merger, this threshold of 18 persons may be exceeded in accordance with the requirements and limits established by the French Commercial Code. Directors are appointed by an Ordinary General Meeting, which may dismiss them at any time. In the event of a merger or demerger, they may be appointed by an Extraordinary General Meeting. Legal entities that are appointed directors shall designate a permanent representative, who shall be subject to the same requirements and obligations as if he/she were a director in his/her own name. An employee of the Company may be appointed as a director only if his/her employment contract is for an actual position. The number of directors bound to the Company by an employment contract shall not exceed one third of the directors in office.” To date, the Company does not have a director representing employees. It will be proposed to the Combined General Meeting of January 27 to amend Article 14 of the Company bylaws to provide for the appointment of a director representing employees, in accordance with Articles L. 225-27-1 et seq . of the French Commercial Code. Term of office – age limit (Article 15) “The term of office of directors shall be four (4) years, which shall expire at the conclusion of the Ordinary General Shareholders’ Meeting that votes on the financial statements for the previous fiscal year and that is held during the year in which the term of office expires. All directors whose term of office expires shall be eligible for reappointment. The number of directors having reached the age of seventy-five (75) years shall not exceed one-third of the number of

members of the Board of Directors. If this limit is reached, the oldest director shall be deemed to have resigned automatically.” This allows for a staggered renewal of directors’ terms of office, in accordance with the recommendations of the AFEP-MEDEF Code. It will be proposed to the Combined General Meeting of January 27, 2022 to amend this Article in order to raise the age limit of directors to eighty (80) years. Chairmanship of the Board (Article 16) “From among its members, the Board shall elect a Chairman, who shall be required to be an individual. The Chairman’s term of office shall not exceed his/her term of office as director. The Board shall establish the Chairman’s remuneration. The Board of Directors may dismiss the Chairman at any time. The Chairman of the Board must be less than seventy-five (75) years of age. When the Chairman reaches this age, he/she shall be deemed to have resigned automatically. The Chairman of the Board of Directors shall organize and manage the work of the Board of Directors, and report thereon to the General Meeting. The Chairman shall ensure the proper operation of the Company’s governing bodies and, in particular, shall ensure that the directors are capable of performing their duties. If it deems necessary, the Board may appoint one or more Vice-Chairmen, whose duties shall consist exclusively of chairing Board meetings and General Meetings in the absence of the Chairman. In the absence of the Chairman and of the Vice-Chairmen, the Board shall designate a director present to chair its meeting. At each meeting, the Board may appoint a secretary, who shall not be required to be a shareholder.” It will also be proposed to the Combined General Meeting of January 27, 2022 to amend Article 16 of the Company bylaws in order to raise the age limit of the Chairman of the Board to eighty (80) years.

DERICHEBOURG 2020/2021 Universal Registration Document 96