DERICHEBOURG - Universal registration document 2019-2020

2

Board of Directors’ report on corporate governance Special committees of the Board of Directors

Corporate Governance Code 2.1.8 The Company applies the AFEP-MEDEF Corporate Governance Code for listed companies as revised in January 2020.This code is available on the websitewww.medef.com.

The table belowshows the recommendationsof the AFEP-MEDEFCode not yet applied by the Company in accordance with the “comply or explain”rule.

Code Article AFEP-MEDEF recommendation

Implemented by Derichebourg

9

The term of office of independent directors must not exceed 12 years

No. The Board of Directors’ meeting of December 3, 2020 considered that Mr. Matthieu Pigasse and Mr. Bernard Val could be considered independent directors in spite of a term of office exceeding 12 years, in particular due to the authority and experience that these directors demonstrate in management and business administration activities and in financial matters. Formal assessment of the work could not be implemented in fiscal year 2019/2020 due to Covid-19. Nevertheless, Board members were able to share their observations on the functioning of the Board and its work at the Board of Directors' meeting of December 3, 2020. No. Since no director performs an activity in the Group’s operating segments or holds any offices in a Group’s competitor, it was not useful to implement such agreements. Due to a range of different types of employment contract and the use of part-time work, this year the Company was only able to calculate this ratio for its own employees, and not for all French employees. the role of the Appointmentsand CompensationCommittee; p the directors’duty of confidentiality; p the directors’duty of independence; p the directors’duty of diligence; p the scope of the rules of procedure. p In addition to the duties assigned by law and the bylaws, the Board approves strategic choices, budgets, significant acquisitions and disposals, and restructuringsand ensures the quality and reliability of the financial and non-financial information and communications distributedto shareholders. The rules of procedure define the rights and commitments of the directors and place particular emphasis on attendance, confidentiality of the informationconveyed, the right of directors to be informed,and restrictionson interventionson Derichebourgstock. The rules set a minimum of two meetings to be held per fiscal year. Finally, they specify the rules for transcribingminutesof meetings.

10

Assessment of the work carried out by the Board of Directors

24

Signing of a non-competition agreement with a corporate officer

26

Equity ratio

Board rulesof procedure 2.1.9 The functioning of the Company’s Board of Directors is governed by rules of procedure approved by the Board at its meeting on June 24, 2004 and modified on December 12, 2006, May 27, 2010, and October 22, 2018. These rules can be amended only by the Board of Directorsin accordancewith the proceduresprescribedtherein. These rules of procedurecover the followingpoints: the rules governingthe compositionof the Board; p the Boardof Directors’duties; p the proceduresfor conveningBoardmeetings; p the procedures for participating in Board meetings by p videoconferenceor teleconference; the requirements for the creation and functioning of specialized p committees; the role of the Audit Committee; p

Special committees of the Board of Directors 2.2

The special committeesmake proposalsto the Board, each in their own area.

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