EXEL Industries // 2020 Universal registration document

Report on Corporate Governance 7 Board of Directors

EXEL Industries refers to the Corporate Governance Code established by MiddleNext (the “MiddleNext Code”). The AMF recommendations were also followed for the preparation of this report. This report was reviewed by the Remuneration and Appointments Committee on December 15, 2020. It was reviewed in the form of a draft and approved by the Board of Directors on December 16, 2020. Deviations from the MiddleNext Code in accordance with the Comply or Explain principle The Company refers to the MiddleNext Code, which was last revised in September 2016. This Code is available on the MiddleNext website. In accordance with the provisions of Article L.225-37 of the French Commercial Code, the Board of Directors undertakes to review its application of the MiddleNext Code each year. This report mentions the provisions of the Code that have been excluded and the reasons for which they have been excluded in the table below.

Pursuant to Article L.22-10-10 (formerly Article L.225-37-4) of the French Commercial Code, this report on corporate governance, prepared under the responsibility of the Board of Directors, reports on the composition and the conditions of preparation and organization of thework of the Board of Directors during the 2019/2020 fi scal year, as well as the application of the principle of balanced representation of men and women. The report also mentions the list of offices and positions held in any company by each corporate officer and the Corporate Governance Code to which the Company refers, and includes the table summarizing delegations of authority to increase the share capital (section 8.2.6), the specific terms and conditions relating to the participation of shareholders in the Annual General Meeting (section 8.1). Lastly, it set out the aspects liable to have an impact in the event of a takeover bid (section 8.3). It speci fi es the principles and rules adopted by the Board of Directors to determine the remuneration and bene fi ts of any kind granted to corporate o ffi cers.

MiddleNext recommendations

Comply or Explain

Assessment of the work of the Board each year

Given the size of the Board and its composition, the members of the Board consider that assessing its work every two years is su ffi cient to have a su ffi cient perspective on its progress

Board of Directors

7.1

Composition of the Board of Directors

7.1.1

The number of members of the Board of Directors over the age of 70 may not, at the end of each Ordinary General Meeting, exceed one-third of the sitting members of the Board of Directors. The Company complies with the legal requirements regarding the proportion of women on the Board of Directors (Article L.22-10-3 (formerly Article L.225-18-1) of the French Commercial Code): when the Board of Directors is composed of no more than eight members, the di ff erence between the number of directors of each gender may not be greater than two; as the Board of Directors comprises seven members, including the director representing employees, who is not included in the calculation, the number of women is two out of six, i.e. a di ff erence of two.

In accordance with Article 13 of the Articles of Association, the Company is managed by a Board of Directors of at least three and no more than eighteen members. Since April 22, 2011, the functions of the Chairman of the Board of Directors have been separated from those of the Chief Executive O ffi cer. In the event of a tie, the Chairman of the Board has a casting vote. At the date of fi ling of this Universal Registration Document, the Board of Directors comprised seven members. Six members are appointed by the shareholders’ Annual General Meeting for terms of six years; the seventh member, representing the employees, is appointed by the Group Works Council of the EXEL Industries group for a period of three years. This member has attended the meetings of the Board of Directors since February 7, 2018, with voting rights.

EXEL Industries group I 2020 Universal Registration Document

104