DERICHEBOURG - Universal registration document 2019-2020

2

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

There are no other potential conflicts of interest between the duties of any member of the Board of Directors and their private interests or other duties. Section 2.6 and the independent auditors’ special report appearingin section 2.9show the details of these agreements. In addition to the applicableprovisionsof the FrenchCommercialCode concerning related-party agreements, all directors are required to inform the Board of all conflict of interest situations, even if such conflict is only potential, and must abstain from voting on any decision of the Board of Directors for which the existence of a conflict of interest situation would be presumed. There have been no arrangementsor agreementsmade with the principal shareholders,or with customersor suppliers,pursuant to which a member of the Board has been appointeda directorof the Company. Given the four independent directors who serve on the Board of Directors, the Company believes that there is no risk that control of CFER, which holds 41.25%of the capital and 57.80%of voting rights, might be exercisedimproperly. Functioning of the Board of Directors 2.1.7 The Board of Directors met four times during the fiscal year, with an average attendance rate of 83%. In addition to reviewing and approving the parent company and consolidated financial statements as of September 30,2019 and preparing documents to submit to the shareholders’ combined general meeting on January 31, 2020, the Board discussedand decidedthe followingmatters: Meeting ofDecember 4, 2019 Review and approval of the consolidated and parent company p financial statementsfor the year endedSeptember 30,2019; Proposal for allocationof income; p Press release; p Reviewand approvalof financialand forecastdocuments; p Examination of the agreements referred to in Articles L. 225-38 et p seq . of the French Commercial Code: Derichebourg trademark license agreement with TBD Finances; services and assistance agreementwith DBG Finances;guaranteesfor BanquePostaleCrédit Entreprises; Guaranteeto be granted to a banking institutionfor the repayment p of the €10 million loan to be paid to the subsidiary Derichebourg Immobilier; Guarantee to be given to a financial institution as security for a p $7 million line of credit to be granted to Derichebourg Recycling USA; Reviewof the independentauditors’ terms of office; p Review of the CSR report as a statement of extra-financial p performanceand the corporategovernancereport;

Updateon director independence; p Review of the principles and criteria for determiningthe distribution p and allocationof the fixed, variableand exceptionalitemsmakingup the total compensationand benefits of any kind attributableto each executive corporate officer (Article L. 225-37-2 of the French Commercial Code) and examination of the compensation of executivecorporateofficers; Proposedextensionof the termof the Company; p Proposal to delete the notionof directors'fees in the bylaws; p Share buybackprogram; p Authorization to be given to the Board of Directors to reduce the p share capital by cancelingshares; Meeting notice for the shareholders’combined general meeting on p January 31,2020. Meeting ofMarch 6, 2020 Setting up of a new syndicated loan and repayment of the existing p loan; Review and authorization of the draft credit agreement and relatedcontractsand documents. Meeting ofMay 26, 2020 Review of the half-year consolidated financial statements ended p March 31,2020. Business report relating to the half-year financial statements; report p on activity relating to the Group’s two divisionsduring the half-year; changes in indebtedness;impact of lockdown;outlook; Press release; p Financial and forecast documents at the end of the first half of the p fiscal year; Chairman’sauthorizationto provide endorsements,security interests p and guarantees; Discussionon the leasingof the PernodTower in Créteil; p Breakdownof compensationpaid to directors; p Settingup an InvestmentCommittee. p

Meeting of September 17, 2020 Functioningof the Company; p

Authorization of an agreement subject to Article L. 225-38of the p French Commercial Code, namely the leasing of the “ex Pernod” Tower located at 51 Chemin des Mèches in Créteil (94000) by SCI IDA I to the company DERICHEBOURGMULTISERVICES HOLDING from October 1, 2020. This agreementwas reclassifiedas a conflict of interest agreement by decision of the Board of directors on December 3, 2020, based on the recommendations of the Company'sIndependentAuditors.

DERICHEBOURG p 2019/2020 Universal Registration Document 73