DERICHEBOURG - Universal registration document 2019-2020

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

Chairman at any time. The Chairman of the Board must be less than seventy-five(75) yearsof age. When the Chairman reaches this age, he/she shall be deemed to have resignedautomatically. The Chairmanof the Board of Directors shall organizeand manage the work of the Board of Directors,and report thereonto the shareholders’ meetings. The Chairman shall ensure the proper operation of the Company’s governing bodies and, in particular, shall ensure that the directors are capable of performingtheir duties. If it deems necessary, the Board may appoint one or more Vice-Chairmen,whose duties shall consist exclusively of chairing Board meetings and shareholders’ meetingsin the absenceof the Chairman. In the absence of the Chairman and of the Vice-Chairmen,the Board shall designatea director present to chair its meeting.At each meeting, the Board may appoint a secretary, who shall not be required to be a shareholder.” Compo sition of the Board oDf irectors 2.1.4 The Board of Directors is composed of the Chairman and CEO, a Deputy CEO (non-director) and seven directors, including four independentdirectors.Therewere no changesduring the year.

Term of office – age limit (Article 15) “The term of office of directors shall be four (4) years, which shall expire at the conclusionof the shareholders’ordinary general 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 deemedto have resignedautomatically.” The shareholders’ combined general meeting of February 5, 2019 amendedArticle 15of the bylaws in order to reduce the directors’term of office from six years to four years for the directorsappointedas from said meeting. This allows for a staggeredrenewal of directors' terms of office, in accordance with the recommendationsof the AFEP-MEDEF Code.

Chairmanshipof the Board (Article 16)

“Fromamong its members,the Board shall elect a Chairman,who shall be requiredto be an individual.The Chairman’sterm of office shall not exceed his/her term of office as director. The Board shall establish the Chairman's compensation. The Board of Directors may dismiss the

Overview of thecompositionof the Boardof Directors and its committees

Number of mandates in listed companies Independence

Initial date of appoint- ment

Appoint- ments and Compensation Committee

Years on the Board

First and last name Daniel Derichebourg Abderrahmane El Aoufir

Number of shares

Term of office

Audit Committee

Age Sex Nationality

68 M French

117

1

06/29/2006 SM 2022

14

59 M French

25,000

2

08/01/2014 SM 2022

4

(Chairman) ü

Bernard Val

78 M French

1

1

ü 06/24/2004 SM 2022

16

ü

Matthieu Pigasse

52 M French

1

2

ü 10/25/2005 SM 2022

15

Thomas Derichebourg Boris Derichebourg CFER, represented by Mrs. Ida Derichebourg

44 M French

56

1

07/18/2007 SM 2023

13

ü

42 M French

56

1 1

07/18/2007 SM 2023 02/18/2013 SM 2023

13

ü

65,745,648

7

89 F

French

112

1

Françoise Mahiou Catherine Claverie

57 F

French

662

1

ü 02/10/2016 SM 2022

4

ü

ü

51 F

French

1,000

1

ü 01/30/2017 SM 2023

3

(Chair) ü

ü

In accordancewith their terms of office, all members of the Board have chosen their registered office as the address for service: 119, avenue du GénéralMichel Bizot, 75012 Paris.

DERICHEBOURG p 2019/2020 Universal Registration Document 64