DERICHEBOURG - Universal registration document 2018-2019

2

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

Members of the Board of Directors 2.1.5 Mr. Bernard Val, independent director Mr. Bernard Val, aged 77, of French nationality, is a former student of École des Ingénieurs de la Préfecture de la Seine, and was a general engineer for the city of Paris. He was seconded to several regional authorities including the Direction Générale des Services du Département de la Corrèze (1985-1996), before being appointed Chairman & CEO of Société des Autoroutes Rhône-Alpes, and subsequently Autoroutes du Sud de la France. In 2006, following the sale of ASF to Vinci, he became Chairman of Vinci Concessions and

Vice-Chairman of Vinci. Moreover, he was Chairman of ASFA (the association of French highway companies), and director of the public institution Autoroutes de France, as well as Scetoroute Développement,

Transroute International and Ginger.

Mr. Bernard Val holds no other position within the Company or any other Group company.

Offices and/or positions held in another company (outside the Group) during the course of the fiscal year ended September 30, 2019

Director

SOCIÉTÉ DES AUTOROUTES ESTÉREL, CÔTE D’AZUR, PROVENCE, ALPES (ESCOTA)

AUTOROUTES DU SUD DE LA FRANCE (ASF)

Other offices held during the last five years

None.

Mr. Matthieu Pigasse, independent director Mr. Matthieu Pigasse, aged 51, of French nationality, is a former student of the École nationale d’administration (ENA) and a graduate of Institut d’études politiques de Paris. Mr. Matthieu Pigasse is Deputy Chairman of the Lazard Group, in charge of Lazard’s global sovereign advisory activities, Chairman of Lazard Afrique and CEO of Lazard in France. Mr. Matthieu Pigasse is co-shareholder of the Le Monde Group of newspapers, the Nouvel Observateur and Huffington Post France. He is the owner and Chairman of Éditions Indépendantes, a firm that publishes the magazine Les Inrockuptibles. He is a director of BSkyB, the Lucien Barrière Group and Derichebourg Group. He is Vice-Chairman of Théâtre du Châtelet.

He has published three books: Le Monde d’après, une crise sans précédent (2010, Plon), Révolutions (Plon, 2012), and Éloge de l’anormalité (Plon, 2014). He joined Lazard in Paris in 2002. Prior to that, from 2000 to 2002, he was Deputy Chief of Staff for the French Minister of the Economy, Finance and Industry, Laurent Fabius, in charge of industrial and financial affairs. From 1997 to 2000, he was Technical Adviser to the Minister of the Economy, Finance and Industry, Dominique Strauss-Kahn, in charge of the financial sector. From 1994 to 1997, Mr. Matthieu Pigasse worked in the Treasury Department of the Ministry of the Economy, Finance and Industry, where he was in charge of sovereign debt and liquidity management. Mr. Matthieu Pigasse holds no other position within the Company or any other Group company.

Offices and/or positions held in another company (outside the Group) during the course of the fiscal year ended September 30, 2019

Chairman and Chief Executive Officer Deputy Chairman Chairman and Chief Executive Officer Vice-Chairman Chairman of the Board of Directors

LAZARD FRANCE LAZARD GROUP

LAZARD AFRIQUE

LES ÉDITIONS INDÉPENDANTES

Chairman

LES NOUVELLES ÉDITIONS NUMÉRIQUES LES NOUVELLES ÉDITIONS INDÉPENDANTES

YSATIS

Director

GROUPE LUCIEN BARRIÈRE

THÉÂTRE DU CHÂTELET

Member of the Supervisory Board

SOCIÉTÉ ÉDITRICE DU MONDE MEDIAWAN

LE NOUVEL OBSERVATEUR

Other offices held during the last five years

Director

RELAXNEWS BSKYB GROUP

DERICHEBOURG p 2018/2019 Universal Registration Document 63