DERICHEBOURG - Universal registration document 2019-2020

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Financial statements Consolidated financial statements for the year ended September 30, 2020, in compliance with IFRS

Goodwill testing p Audit risk

Audit proceduresin responseto this risk We examined the procedures that the Group put in place to impairment tests on goodwill. Our audit team included specialists to assess the discount rates and the growth rate to infinity used for the various CGUs. We also analyzed the consistencyof cash flow forecasts with past performance and market outlooks, including any potential impacts of the Covid-19crisis. Lastly, we conductedsensitivityanalyses on the followingassumptions:discount rate, growthrate to infinity and recurringoperatingprofit (loss) of each CGU.

As of September 30, 2020, the Group’s goodwill totaled €261.1 million, compared with a consolidated balance sheet of €1,557 million.The Group performs impairment tests on those assets, the terms of which are described in notes 2.3.6 "Impairment of non-current assets other than financial non-current assets" and 4.1.2 "Impairment tests" to the consolidated financial statements. Assets tested for impairment are grouped into cash-generating units (“CGUs”).When the recoverableamount of a CGU is less than its net carrying amount, an impairment provision is recognized against operating income. The recoverable amount of the CGU can itself be determined by applying the discounted future cash flow method, which is based on assumptionsabout the change in each activity over a five-year period, and the use, notably, of a growth rate to infinity and discountrates. We thereforeconsideredthat the valuationof goodwillwas a key point of the audit given the significant nature of the goodwill, and the fact that it relies on estimatesby management,as indicatedin note 2.2.2 to the consolidatedfinancial statements "Use of estimates", as indicated in note 2.2.2to the consolidatedfinancial statements.

Specific verifications As requiredby law and regulations,and in accordancewith professionalstandardsapplicable in France, we have conductedthe specific verifications of the informationrelating to the Group provided in the managementreport of the Board of Directorsdrawn up on December3, 2020. With regard to the events that have occurred and informationwhich comes to light on the effects of the COVID-19crisis after the closing date for the financial statements,managementhas informed us that a communicationon this subject will be made to the shareholders'meeting called to approve the financial statements. We have no matters to report as to its fair presentationand its consistencywith the consolidatedfinancial statements. We certify that the Consolidated Statement of Extra-financial Performance stipulated in Article L. 225-102-1of the French Commercial Code is included in the information provided about the Group in the management report, it being specified that, in accordance with the provisions of Article L. 823-10of this Code, we have not conductedverificationsof fairness and consistencyof the informationcontained in this Statementwith the consolidatedfinancial statements.The informationshould thereforebe coveredby an independentthird party report. Information resultingfrom other legal and regulatoryrequirements Appointmentof independentauditors p We were appointed independent auditors for Derichebourgby your shareholders’meeting of February 7, 2018 for BM&A, February 19, 2014 for DENJEANET ASSOCIÉSAUDIT and March 15,2007 for ERNST& YOUNGAudit. As of September 30,2020, the firm BM&A was in the third uninterruptedyear of its mission, the firm DENJEAN ET ASSOCIÉS AUDIT was in the seventhuninterruptedyear of its missionand the firm ERNST& YOUNGAudit in the fourteenthuninterruptedyear of its mission. Responsibilities ofmanagement andpersons comprisingthe corporate governancewith respectto the consolidated financial statements It is the responsibility of management to prepare consolidated financial statements that present a true and fair view in accordance with IFRS as adopted in the European Union and to implement the internal controls that it deems necessary for the preparation of consolidated financial statementswith no materialmisstatements,whetherdue to fraud or error. In the preparationof the consolidatedfinancial statements,managementis responsiblefor evaluatingwhether the Companycan continueto operate, for presenting in these financial statements,where appropriate, the necessary informationrelating to the continuity of operations and applying the going concernaccountingconventionunless there are plans to liquidatethe Companyor cease operations. The Audit Committeeis responsiblefor monitoringthe financial informationpreparationprocess and for monitoringthe effectivenessof the internal control and risk management systems and, as needed, of the internal audit systems as regards to the procedures relating to the preparation and processingof accountingand financial information. These consolidatedfinancial statementshave been approvedby the Board of Directors.

DERICHEBOURG p 2019/2020 Universal Registration Document 184