DERICHEBOURG - Universal registration document 2018-2019

2

Board of Directors’ report on corporate governance Compensation of the members of the Board of Directors and executive officers

Compensation paid to Mr. Abderrahmane El Aoufir, Deputy CEO 2.4.2.2 Summary table of compensation and options and shares granted to Mr. Abderrahmane El Aoufir, Deputy CEO Table 1, AFEP-MEDEF Code

09-30-19

09-30-18

In thousands of euros

Compensation payable for the fiscal year Value of options granted during the year

674

690

 0  0  0

0 0 0

Value of performance shares granted during the year

Value of other long-term compensation plans

Total

674

690

Summary table of compensation of Mr. Abderrahmane El Aoufir, Deputy CEO Table 2, AFEP-MEDEF Code

09-30-19

09-30-18

Amount owed Amount paid

Amount owed Amount paid

In thousands of euros

Fixed compensation

 297  377

297

290 400

290 400

Annual variable compensation

 400

Exceptional compensation

 0  0

 0  0

0 0

0 0

Attendance fees

Total

 674

 697

690

690

Mr. Abderrahmane El Aoufir’s compensation was paid by Coframétal, under a pre-existing employment contract for €678 thousand, and by DBG Finances for €19 thousand. Mr. El Aoufir is provided with a DS7 or equivalent vehicle by the Group. Mr. Abderrahmane El Aoufir does not receive any compensation in respect of his position as Deputy CEO. The shareholders’ combined general meeting of February 5, 2019 approved, at the recommendation of the Board of Directors, new arrangements for determining the annual variable compensation of the Deputy CEO, with these arrangements being applicable to annual variable compensation for fiscal years starting from October 1, 2018. At the same time, the annual fixed compensation of the Deputy CEO, paid in respect of a pre-existing employment contract, was increased to €300,000 per year, paid on a 13-month basis, from January 1, 2019. Under his employment contract, Mr. El Aoufir may receive a variable compensation component. The column “Amount paid” includes the annual variable compensation paid during the fiscal year ended September 30, 2019. The column “Amount owed” includes the amount of the annual variable compensation determined according to the principles approved by the shareholders’ combined general meeting of February 5, 2019, and submitted to the Appointments and Compensation Committee on December 3, 2019. Annual variable compensation 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 p 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 p 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 compensation will be equal to a maximum of eighteen months’ fixed compensation. It will be determined according to the following formula: Annual variable compensation = A + B + C, where A represents the component of the bonus based on the financial p performance for the fiscal year. A = (Recurring Ebitda for the fiscal year - €120 M)*0.15%. The amount A may not be less than 0, nor exceed 60% of the annual fixed compensation. B is designed to take into account multi-year performance. p B = B1 + B2 + B3. The amount B may not be less than 0, nor exceed 45% of the annual fixed compensation, 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 M) + (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

DERICHEBOURG p 2018/2019 Universal Registration Document 75