DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Compensation of the members of the Board of Directors and executive officers

He does not benefit from any performanceshare awards, stock options or purchaseoptions, supplementarypensionplans, etc. In accordance with the provisions of Article L. 225-100of the French Commercial Code, the shareholders’ combined general meeting of February 10, 2021 will be called upon to approve the elements of compensationpaid or granted to Mr. DanielDerichebourgin respect of the fiscal year endedSeptember 30,2020, as presentedin this report. Deputy CEO Mr. AbderrahmaneEl Aoufir does not receive any compensation in respectof his positionas DeputyCEO. Fixed compensation The Deputy CEO receives a fixed annual compensation which is set based on his responsibilities. It is paid to him by Coframétal under a pre-existing employment contract, while €19 thousand is paid by DBG Finances. This fixed compensationamountsto €300,000per year, paid over 13 months. In April 2020, Mr. El Aoufir chose to temporarily waive 30% of his fixed salary for the period from April to September 2020due to the health situationand its economicconsequences. Given the Group's satisfactory results, Mr. El Aoufir will receive his full fixed compensationfor the 2019/2020fiscal year. Variablecompensation Under his employment contract, Mr. El Aoufir may receive a variable compensationcomponent. Annual variable compensation is determined under performance conditions according to the Group’s results based on the following quantitativeand qualitativecriteria: the quantitativecriteria are notablybased on financial indicatorsthat p enable the Group’s financial performance to be assessed (Company’s consolidated net income, Ebitda, Group revenue growth); the qualitative criteria are based on continuity objectives and the p implementationof the Group’s strategy, the achievementof external growth operations, continuing the Group’s business development, the implementation of disposals or acquisitions, and strategic repositioning. The annual variable compensation will be equal to a maximum of eighteenmonths’ fixed compensation. It will be determinedaccordingto the followingformula: Annual variablecompensation= A + B + C , where A represents the component of the bonus based on the financial p performancefor the fiscal year. A = (RecurringEbitda for the fiscal year - €120 million)*0.15%.The amount A may not be less than 0, nor exceed 60% of the annual fixed compensation. Compensationof Mr. Abderrahmane ElAoufir, 2.4.1.2.2

B is designedto take into accountmulti-yearperformance. p B = B1 + B2 + B3. The amountB may not be less than 0, nor exceed 45% ofthe annual fixed compensation, with B1 = ((Dividends in respect of the fiscal year n-2 + Dividends in ● respect of the fiscal year n-1 + Dividends in respect of the fiscal year n)/3)*0.25% B2 = (((Recurring Ebitda n-2 - €120 million) + (Recurring Ebitda ● n-1 -€120 million) + (Recurring Ebitda n - €120 million))/3)*0.075% B3 = 0 if R>3.01, ● €20,000, if R between2.01 and 3 €40,000, if R between1.01 and 2 €60,000, if R less than or equal to 1, with R = (Leverageratio n-2 + Leverageratio n-1 + Leverageratio n)/3 B1, B2, B3 may not be negative. C, an amount between0% and 45%of annual fixed compensation, p submitted by the CEO to the Appointments and Compensation Committee,designed to reward the achievementof pre-established individualobjectives. The Appointmentsand CompensationCommitteereserves the right to propose to the Board to readjust the amount of annual variable compensation at the end of the fiscal year depending on the circumstancesand events. Exceptional compensationmay, where appropriate,be allocated in the event of the carryingout of special missions, such as the integrationof a significantacquisition. It is specified that the payment of variable and exceptional compensation components is subject to approval by the ordinary generalmeetingunder the conditionsprovidedfor in Article L. 225-100 of the FrenchCommercialCode. There is no change to the method used to determine the annual variablecompensation. Pursuant to the foregoing, the annual variable compensationpayable to Mr. AbderrahmaneEl Aoufir in respect of the 2019/2020fiscal year amountsto €301,311(€376,851in 2018/2019). Benefitsin kind Mr. Abderrahmane El Aoufir is provided with a Citroën DS7 or equivalentvehicleby the Group. He does not benefit from any performanceshare awards, stock options or purchaseoptions, supplementarypensionplans, etc. It is recalled that, in accordance with the provisions of Article L. 225-100of the French Commercial Code, the shareholders’ combinedgeneral meetingof February 10,2021 will be called upon to approve the elements of compensation paid or granted to Mr. Abderrahmane El Aoufir in respect of the fiscal year ended September 30,2020, as presentedin this report.

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