DERICHEBOURG - Universal registration document 2018-2019

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Financial statements Consolidated financial statements for the year ended September 30, 2019, in compliance with IFRS

Goodwill testing p Risk identified

Our response We examined the procedures put in place relating to impairment tests on goodwill. We used valuation specialists to help us assess the discount rates and the growth rate to infinity used for the various CGUs. We also analyzed the consistency of cash flow forecasts with past performance and market outlooks. Lastly, we conducted sensitivity analyses on the following assumptions: discount rate, growth rate to infinity and recurring operating profit (loss) of each CGU.

As of September 30, 2019, the Group’s goodwill totaled €228 million, compared with a consolidated balance sheet of €1,557 million. The Group performs impairment tests on those assets, the terms of which are described in notes 2.3.6 and 4.1.2 to the consolidated financial statements. In particular, assets tested for impairment are grouped into cash-generating units (“CGUs”). When the recoverable amount of a CGU is less than its net carrying amount, an impairment provision is recognized against operating income. The recoverable amount of the CGU can itself be determined by applying the discounted future cash flow method, which is based on assumptions about the change in each activity and the use, notably, of a growth rate to infinity and discount rates. We therefore considered that the valuation of goodwill was a key point of the audit given the significant nature of the goodwill, and the fact that it relies on estimates, as indicated in note 2.2.2 to the consolidated financial statements.

Specific verification As required by law and regulations, and in accordance with professional standards applicable in France, we have conducted the specific verifications of the information relating to the Group provided in the management report of the Board of Directors. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. We certify that the Consolidated Statement of Extra-financial Performance stipulated in Article L. 225-102-1 of the French Commercial Code is included in the information provided about the Group in the management report, it being specified that, in accordance with the provisions of Article L. 823-10 of this code, we have not conducted verifications of fairness and consistency of the information contained in this Statement with the consolidated financial statements. Information resulting from other legal and regulatory requirements Appointment of Statutory Auditors p We were appointed Statutory Auditors for Derichebourg by your shareholders’ meeting of February 7, 2018 for BM&A, February 19, 2014 for DENJEAN ET ASSOCIÉS AUDIT and March 15, 2007 for ERNST & YOUNG Audit. As of September 30, 2019, the firm BM&A was in the second uninterrupted year of its mission, the firm DENJEAN ET ASSOCIÉS AUDIT was in the sixth uninterrupted year of its mission and the firm ERNST & YOUNG Audit in the thirteenth year, of which thirteen years since the Company’s securities were admitted to trading on a regulated market. Responsibilities of management and persons comprising the corporate governance with respect to the consolidated financial statements It is the responsibility of management to prepare consolidated financial statements that present a true and fair view in accordance with IFRS as adopted in the European Union and to implement the internal controls that it deems necessary for the preparation of consolidated financial statements with no material misstatements, whether due to fraud or error. In the preparation of the consolidated financial statements, management is responsible for evaluating whether the Company can continue to operate, for presenting in these financial statements, where appropriate, the necessary information relating to the continuity of operations and applying the going concern accounting convention unless there are plans to liquidate the Company or cease operations. The Audit Committee is responsible for monitoring the financial information preparation process and for monitoring the effectiveness of the internal control and risk management systems and, as needed, of the internal audit systems as regards to the procedures relating to the preparation and processing of accounting and financial information. These consolidated financial statements have been approved by the Board of Directors.

DERICHEBOURG p 2018/2019 Universal Registration Document 170