DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance The Board of Directors

The number of directors bound to the Company by an employment contract shall not exceed one third of the directors in office.”

Chairman at any time. The Chairman of the Board must be less than seventy-five (75) years of age. When the Chairman reaches this age, he/she shall be deemed to have resigned automatically. The Chairman of the Board of Directors shall organize and manage the work of the Board of Directors, and report thereon to the shareholders’ meetings. The Chairman shall ensure the proper operation of the Company’s governing bodies and, in particular, shall ensure that the directors are capable of performing their duties. If it deems necessary, the Board may appoint one or more Vice-Chairmen, whose duties shall consist exclusively of chairing Board meetings and shareholders’ meetings in the absence of the Chairman. In the absence of the Chairman and of the Vice-Chairmen, the Board shall designate a director present to chair its meeting. At each meeting, the Board may appoint a secretary, who shall not be required to be a shareholder.” Composition of the Board of Directors 2.1.4 The Board of Directors is composed of the Chairman and CEO, a Deputy CEO (non-director) and seven directors, including four independent directors.

Term of office – age limit (Article 15) “The term of office of directors shall be four (4) years, which shall expire at the conclusion of the shareholders’ ordinary general meeting that votes on the financial statements for the previous fiscal year and that is held during the year in which the term of office expires. All directors whose term of office expires shall be eligible for reappointment. The number of directors having reached the age of seventy-five (75) years shall not exceed one-third of the number of members of the Board of Directors. If this limit is reached, the oldest director shall be deemed to have resigned automatically.” The shareholders’ combined general meeting of February 5, 2019 amended Article 15 of the bylaws in order to reduce the directors’ term of office from six years to four years for the directors appointed as from said meeting.

Chairmanship of the Board (Article 16)

“From among its members, the Board shall elect a Chairman, who shall be required to be an individual. The Chairman’s term of office shall not exceed his/her term of office as director. The Board shall establish the Chairman's compensation. The Board of Directors may dismiss the

List of members of the Board of Directors and managing directors at the date of filing this Universal Registration Document

Name and address for professional purposes

Family tie

Date of first appointment

Date of last reappointment

Date appointment expires

Age Position 67 Director

Daniel Derichebourg at the Company’s registered office: 119, avenue du Général-Michel-Bizot 75012 Paris Shares held directly: 117 Abderrahmane El Aoufir at the Company’s registered office: 119, avenue du Général-Michel-Bizot 75012 Paris Shares held: 12,000 Bernard Val at the Company’s registered office: 119, avenue du Général-Michel-Bizot 75012 Paris Shares held: 1 Matthieu Pigasse at the Company’s registered office: 119, avenue du Général-Michel-Bizot 75012 Paris Shares held: 1

Board meeting of June 29, 2006 Board meeting of June 29, 2006

Shareholders’ meeting of

At the end of the shareholders’ meeting held to vote on the financial statements for the fiscal year ending September 30, 2021 At the end of the shareholders’ meeting held to vote on the financial statements for the fiscal year ending September 30, 2021 At the end of the shareholders’ meeting held to vote on the financial statements for the fiscal year ending September 30, 2021 At the end of the shareholders’ meeting held to vote on the financial statements for the fiscal year ending September 30, 2021

P

Chairman of the Board of Directors and CEO

February 10, 2016 Board meeting of February 10, 2016

58 Deputy CEO (non-director)

Board meeting of January 8, 2014

Board meeting of February 10, 2016

77 Independent director

Shareholders’ meeting of June 24, 2004

Shareholders’ meeting of February 10, 2016

51 Independent director

Board meeting of October 25, 2005

Shareholders’ meeting of February 10, 2016

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