DERICHEBOURG - Universal registration document 2019-2020

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Board of Directors’ report on corporate governance Independent auditors’ special report on related-party agreements

Independent auditors’ special report on related-party 2.10 agreements

To the shareholders’meeting, In our capacityas independentauditorsof your Company,we hereby report on certain related-partyagreements.

We are required to inform you, on the basis of the informationprovided to us, of the terms and conditionsof those agreementsindicated to us, or that we may have identified in the performanceof our engagement, as well as the reasons justifying the interest for the Company. We are not requiredto commentas to whether they are beneficialor appropriateor to ascertainthe existenceof any such agreements.It is your responsibility,in accordancewith Article R. 225-31of the FrenchCommercialCode, to evaluatethe benefits resultingfrom these agreementsprior to their approval. In addition, we are required, where applicable, to inform you in accordancewith Article R. 225-31of the French CommercialCode concerningthe implementation,during the year, of the agreementsand commitmentsalreadyapprovedby the shareholders’meeting. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying that the informationprovidedto us is consistentwith the documentationfromwhich it has been extracted. Agreements submittedfor approvalby the shareholders' meeting We hereby informyou that we have not been advisedof any agreementsauthorizedand concludedduring the past fiscal year to be submittedto the approvalof the shareholders'meetingpursuantto the provisionsof Article L.225-38of the FrenchCommercialCode. Agreements already approvedby the shareholders'meeting In accordancewith Article R. 225-30 of the French CommercialCode, we have been advised that the implementationof the following agreements and commitments,whichwere approvedby the shareholders'meetingin prior years, continuedduring the year.

1. DERICHEBOURGtrademark licensing agreement with thceompanyTBD Finances

Director involved:Mr. DanielDerichebourg,Chairmanof the Board of Directorsand CEO of your Companyand deputydirectorof TBD Finances. The Board of Directors'meetingof December4, 2018 approvedthe conclusionof a Derichebourgtrademarklicensingagreementwith the company TBD Finances, the owner of this trademark,and set the amount of the license royalty for the Derichebourgtrademarkat 0.07%of the consolidated revenueof the Environmentdivision and at 0.12%of the consolidatedrevenueof the Multiservicesdivision. This agreementtook effect on March 1, 2019, for a ten-year term. The amount of the royalty recordedas expensesby your Companyfor the fiscal year ended September30, 2020 amountedto €2,060,764excluding taxes.

DERICHEBOURG p 2019/2020 Universal Registration Document 86