DERICHEBOURG - Universal registration document 2019-2020

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

Independent directors Accordingto the AFEP-MEDEFCode, an independentdirector is definedas follows: “A director is independentwhen he or she has no relationshipof any kind whatsoeverwith the Company, its groupor its management thatmay interferewith hisor her freedom ofjudgement.”

Matthieu Pigasse

Françoise Mahiou

Catherine Claverie

Criteria to be considered

Bernard Val

Absence of employee/corporate officer status during the previous five years P

P

P

P

Absence of cross-directorships

P

P

P

P

Absence of significant business relations

P

P

P

P

Absence of family ties

P

P

P

P

No auditing relationship within the past five years

P

P

P

P

No directorship held in the Company for more than 12 years

X

X

P

P

Absence of non-executive corporate officer status

P

P

P

P

Absence of major shareholder status

P

P

P

P

In compliance with the recommendationsof the AFEP-MEDEF Code, the Appointments and Compensation Committee meeting of December 2, 2020, issued an opinion on the independence of the members of the Board of Directors based on the independencecriteria adopted for the Company.Having taken into account this opinion, the Board of Directors’ meeting of December 3, 2020 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered as independentdirectors in spite of a term of office exceeding12 years, in particular due to their training, as well as the authority and experience that these directors demonstrate in management and business administration, and in financial matters. However, the Board considered that this exemption was only valid until the end of those directors’current terms of office. It is specified that the following directors cannot be considered as independent: Mr. Daniel Derichebourg, Mr. Boris Derichebourg, Mr. Thomas Derichebourg and CFER, represented by Mrs. Ida Derichebourg,because of family ties between them and their status as major shareholders. The Board thus has four independentdirectors out of a total of eight directors, i.e. more than one-thirdof Boardmembers. Representationof women withinthe Board of Directors The Board shall ensure that it maintains balanced gender representation. The Board of Directors currently comprises three female members out of a total of eight members, i.e. 37.50%, being close to 40%. The differencebetweenthe numberof directorsof each gender is therefore no more than two, in accordance with the provisions of Article L. 225-18-1of the FrenchCommercialCode. Expertise The Board ensures that it includes in its midst directors with a wide range of skills and expertise in different areas. In this way, it ensures that the profiles of the directors complement one another, and that they include international,financial, industrialand businessexpertise.

Conflicts of Interest 2.1.6 By law, and in accordance with the AFEP-MEDEF Code, directors are subject to compliance with the rules in force regarding conflicts of interest and market ethics. With the exceptionof: the existing lease between Société des Demueyes, owned by the p Derichebourgfamily and managedby Mr. DanielDerichebourg,and Revival, for premises in Comines (59), for an annual rent of €34 thousand; the existing lease between Mrs. Ida Derichebourgand Polybuis for p the premises located at 106, rue du Moulin de Cage, 92230 Gennevilliers: land used for storing trucks, cloakrooms, offices, for an annual rent of €45 thousand.This lease was entered into before she took office; the service agreement concluded between Derichebourg and DBG p Finances, aiming to define the terms and conditions of DBG Finances’ input into the definition and oversight of Group strategy (see 2.6.2); the agreement to use the Derichebourgtrademark in exchange for p royalties concluded with TBD Finances, both companies being controlledby the Derichebourgfamily (see 2.6.3); the planned disposal of SCI la Futaie and SCEA du Château p Guiteronde (operating company) to SCEV La Tour Guiteronde held by CFER, controlled by the Derichebourg family, for the enterprise value of €2,600 thousand; for the commercial lease between SCI IDA I, a subsidiary of CFER, p and DerichebourgMultiservicesHolding, a wholly owned subsidiary of the Company, for a real estate complex ("ex-Pernod" Tower building) for office use located at 51 Chemin des Mèches in Créteil (94), France, for an annual rent of €600,000.

DERICHEBOURG p 2019/2020 Universal Registration Document 72