EXEL Industries // 2020 Universal registration document

Report on Corporate Governance 7 Board of Directors

Other information on the directors

7.1.4

hand, their obligations towards the Company that have not been dealt with in accordance with the procedure for managing con fl icts of interest provided for in the Internal Rules of the Board of Directors. There are no family ties between the members of the Board of Directors and the Chief Executive O ffi cer. Terms of o ffi ce of the members of the Board of Directors as of September 30, 2020 Patrick BALLU: Chairman of EXEL SAS, Manager of GF PAP, Manager of SCIs Le Capricorne, Le Lion and Le Sagittaire ( intra-group offices ). Marc BALLU: Deputy Chief Executive Officer of EXEL Industries, Deputy Chief Executive O ffi cer of EXEL SAS, Chairman of HOZELOCK Sweden, HOZELOCKAustralia andTRICOFLEX, Chief Executive O ffi cer of HOZELOCK EXEL, director of HOZELOCK Holland, HOZELOCK Limited, Rasindeck Limited and Minworth Property UK Limited ( intra- group offices ). Cyril BALLU: Deputy Chief Executive Officer of EXEL Industries, Deputy Chief Executive O ffi cer of EXEL SAS, Chief Executive O ffi cer of NICOLAS Sprayers ( intra-group offices ). Pascale AUGER: Chairwoman of Corporate Angel, Deputy Chief Executive O ffi cer of the Rabot Dutilleul Group. Claude LOPEZ: Chairman of SAS Jump’Time, Manager of SARL des Grandes Terres. Marie-Pierre DU CRAY SIRIEIX: Chairwoman of MPdCS&Co. Sylvain MACCORIN: Deputy Mayor of Lugny (71260). Each meeting gives rise to the preparation of a preparatory file covering the items on the agenda. It is submitted to each member before the meeting in order to allow the directors to examine the documents in advance. During the meeting, a detailed presentation of the items on the agenda is made by the members of the Executive Management; each director receives the information necessary for the performance of his or her duties and may request any relevant documents. The presentations are subject to questions and are followed by discussions before the vote. Draft minutes mentioning the decisions taken and the reservations raised are then sent to the members for review and comment before being formally approved by the Board of Directors. The directors also receive useful information at any time in the life of the Company, if the importance or urgency of the information so requires. They also receive all information published by the Company (press releases) at the time of its release.

7.1.5 No conviction for fraud, public incrimination and/or sanction, or liability for bankruptcy during the last fi ve years To the best of the Company’s knowledge and as of the date of this Universal Registration Document, no member of the Board of Directors has, in the last fi ve years, (i) been convicted of fraud or been subject to an official challenge and/or an official public sanction pronounced by the statutory or regulatory authorities, (ii) been associated with a bankruptcy, a receivership, a liquidation or a placement in judicial administration, (iii) been deprived by a court of the right to exercise the function of director, of management or of supervision of an issuer or to take part in the management or conduct of the a ff airs of an issuer. Con fl icts of interest, family ties and service contracts Patrick BALLU, Marc BALLU and Cyril BALLU are members of the BALLU family. They are also respectively Chairman and Deputy Chief Executive O ffi cers of EXEL SAS, the Company’s main shareholder, holding company of the BALLU family. Marc BALLU and Cyril BALLU are also Deputy Chief Executive O ffi cers of the Company. To the best of the Company’s knowledge and as of the date of this Universal Registration Document, there are no known or potential con fl icts of interest between, on the one hand, the private interests or other duties of the members of the Board of Directors or, on the other The conditions for the preparation and organization of the work of the Board of Directors are laid down in the Internal Rules of the Board of Directors, dated September 25, 2019. The Board’s Internal Rules constitute the directors’ Governance Charter. The Board of Directors meets as often as the interests of the Company require, when called by its Chairman. The provisional annual schedule of Board meetings (excluding extraordinary meetings) is drawn up and communicated to each member before the end of each fi scal year. The StatutoryAuditors are invited to the Board meetings that approve the annual and half-year fi nancial statements. The Chief Financial O ffi cer attends Board meetings for matters that concern him. Whenever necessary, the Board of Directors holds discussions without the presence of the Chief Executive O ffi cer.

Framework governing the work of the Board of Directors

EXEL Industries group I 2020 Universal Registration Document

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