EXEL Industries // 2020 Universal registration document

Report on Corporate Governance

Board of Directors

7.1.6 Internal Rules of the Board of Directors

The Internal Rules of the Board of Directors were adopted at the Board meeting of September 25, 2019. They note that the Board determines the strategy and direction of the Group’s activities and oversees their implementation by the corporate o ffi cers it appoints. Subject to the powers expressly granted by law to shareholders’ meetings and within the limits of the corporate purpose, it deals with all matters relating to the smooth running of the Company and settles matters concerning it through its decisions.

The Internal Rules are divided into three parts, the main provisions of which are summarized below:  part I is devoted to the composition and functioning of the Board, and in particular independence criteria for directors, informing directors and the management of con fl icts of interest;  part II is devoted to Board Committees and the assessment of the Board;  part III describes the duties of the Chairman of the Board, the Chief Executive O ffi cer and the Deputy Chief Executive O ffi cers.

Tasks of the Board of Directors

7.1.7

Wi th regard to strategic issues, the Board moni tored the implementation of the Group’s strategic orientations and approved acquisition projects. The Board regularly analyzes and discusses a strategic issue and keeps abreast of market developments. With regard to governance issues, the Board decided on the appointment of a new Chief Executive O ffi cer, set his objectives and his remuneration, and examined developments in the composition of the Board. It reviewed the Company’s compliance with the recommendations of the MiddleNext Code, the remuneration of the management team, discussed professional and salary equalitywithin the Group, the assessment of the Board and non- fi nancial reporting. It adopted the Charter for the evaluation of related-party agreements. The Board of Directors met seven times during the 2019/2020 fi scal year, with an attendance rate of 100%. Meetings lasted an average of eight hours, except for those held by videoconference.

As stated in the Board of Directors’ Internal Rules, each director exercises his or her role with probity, loyalty, non-competition, ethics, con fi dentiality and professionalism in the corporate interest of EXEL Industries and the Group, and in the common interest of its shareholders. The main points discussed at Board of Directors’ meetings during the 2019/2020 fi scal year and the beginning of the 2020/2021 fi scal year were as follows: With regard to accounting and fi nancialmatters, the Board of Directors approved the parent company fi nancial statements and consolidated fi nancial statements for the fi rst half of 2019/2020 and the 2019/2020 fi scal year, as well as the related fi nancial communication. It examined the Group’s business activity and progress, as well as the Group’s provisional management documents, fi nancial position, debt, cash position and long-term financing. It reviewed and approved the Group’s draft budget for the 2020/2021 fi scal year.

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7.1.8 Board of Directors’ assessment

The assessment of the work of the Board of Directors was carried out in 2020 on the basis of a questionnaire supplemented by individual interviews conducted by the Chairman of the Remuneration and

Appointments Committee. The assessment was positive; areas for improvement have been identified. The Board discussed it at its meeting of December 16, 2020.

7.1.9 Evaluation charter for related-party agreements and agreements relating to day-to-day transactions entered into on an arm’s length Ƥ basis

The evaluation charter for related-party agreements was drawn up in accordance with Article L.22-10-12 (formerly Article L.225-39) of the French Commercial Code, which requires the Board of Directors of EXEL Industries to implement a procedure in place to regularly assess whether the agreements considered as current meet these conditions or whether they must be reclassi fi ed as related-party agreements. The provisions relating to related-party agreements are intended to prevent potential con fl icts of interest between a company and its corporate o ffi cers or signi fi cant shareholders.

The Charter was approved by the Board of Directors of EXEL Industries on December 16, 2020, on the recommendation of the Audit Committee and in conjunction with its Statutory Auditors. The Company referred to the guide of the Compagnie Nationale des Commissaires aux Comptes (“CNCC”) of February 2014 for the establishment of the Charter.

EXEL Industries group I 2020 Universal Registration Document

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