EXEL Industries // 2020 Universal registration document

Report on Corporate Governance

Group management

7.2.2 The Remuneration and Appointments Committee

The Remuneration and Appointments Committee has three members, two of whom are independent: Patrick BALLU, Chairman of the Board of Directors, Claude LOPEZ, representing the SAS Jump’Time, Chairman of the Committee, and Pascale AUGER. The Chief Executive O ffi cer has a standing invitation, but does not take part in decisions concerning him. The Group Human Resources Director is invited on an as-needed basis. The Remuneration and Appointments Committee has been in existence since April 14, 2014. The main tasks of the Remuneration and Appointments Committee are as follows:  propose changes to its composition to the Board of Directors;

 propose to the Board the remuneration of the Chief Executive O ffi cer and set the criteria for his or her variable remuneration;  approve the remuneration policy for the management team decided by the Chief Executive O ffi cer;  propose the amount and distribution of directors’ remuneration;  manage the assessment of the Board of Directors. In 2019/2020, the Remuneration and Appointments Committee met three times, with an average attendance rate of 100%. The meetings lasted an average of two and a half hours.

Group management

7.3

Executive Management

7.3.1

The Executive Management of the EXEL Industries group has been performed by Yves BELEGAUD since December 17, 2019. Yves BELEGAUD spent 26 years with the Tereos Group, the second- largest global sugar company, operating in 18 countries, where he served as Chief Executive O ffi cer for Europe from 2014 to 2019. He previouslyworked for the Rhône-Poulenc Group for seven years. Yves BELEGAUD is a graduate of the École des Mines de Douai. Intra-group o ffi ces: Yves BELEGAUD is the Company’s representative, Chair of the Group’s subsidiaries, set up in the form of a SAS (see below, o ffi ces of members of the Executive Management). O ffi ces held outside the Group: Chairman of SASU Mancoby. Yves BELEGAUD is assisted by three Deputy Chief Executive O ffi cers: Marc BALLU, Cyril BALLU and Daniel TRAGUS.  Chai rman of Exxact Robot ics , AGRIFAC Machinery BV Netherlands, GAMA Technologies SAS, BERTHOUD SAS, CMC constructions mechanics champenoises, PRECICULTURE SAS, Supray Technologies SAS, TECNOMA SAS, EMC LLc, SAMES KREMLIN SAS, HOZELOCK EXEL SAS, Rasindeck Limited, HOLMER Maschinenbau GmbH, EXEL Real Estate Denmark, EXEL Real Estate Netherlands;  director of ET Works Inc, of HARDI International A/S, EXEL Real Estate Australia Pty, EXEL Real Estate Inc, EXEL Real Estate Germany GmbH;  Chairman of SASU Mancoby. Daniel TRAGUS:  Chairman of Pommier SCEBP, CAPAGRI SAS;  director of AGRIFAC Machinery BV, AGRIFAC North America Inc, ET Works Inc., HARDI International A/S, ILEMO-HARDI, HARDI O ffi ces of members of the Executive Management as of September 30, 2020 Yves BELEGAUD:

Australia Pty Ltd, EXEL Real Estate Australia Pty Ltd, EXEL Real Estate Netherlands BV, EXEL Real Estate Germany GmbH, EXEL Real Estate Denmark;  Manager of SCI Cathan. For Marc BALLU and Cyril BALLU, see section 7.1.4. 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 Executive Management 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 Marc BALLU and Cyril BALLU are members of the BALLU family. They are also Deputy Chief Executive O ffi cers of EXEL SAS, the Company’s main shareholder. To the best of the Company’s knowledge and as of the date of this Universal Registration Document, there are no proven or potential con fl icts of interest between, on the one hand, the private interests or other duties of the members of the Executive Management and, on the other hand, their obligations to the Company.

7

EXEL Industries group I 2020 Universal Registration Document

109