DERICHEBOURG - Universal registration document 2018-2019

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

Proposed delegation of authority to the Board of Directors to decide p to increase the share capital through the incorporation of premiums, reserves, profits or other amounts. Delegation of authority to the Board of Directors to issue Company p shares and/or securities that give access to the Company’s capital and/or debt securities, by way of an offer within the meaning of Article L. 411-2 II of the French Monetary and Financial Code, while eliminating preemptive subscription rights for shareholders. Proposed delegation of authority to the Board of Directors to carry p out a capital increase reserved for members of a company savings plan and/or a voluntary employee savings partnership plan established in accordance with the provisions of Articles L. 225-129-6 paragraph 1 of the French Commercial Code and L. 3332-18 et seq . of the French Labor Code. Meeting notice for the shareholders’ combined general meeting on p February 5, 2019. Meeting of May 22, 2019 Review of the half-year consolidated financial statements ended p March 31, 2019. Business report relating to the half-year financial statements; report p on activity relating to the Group’s two divisions during the period. Press release. p Financial and forecast documents at the end of the first half of the p fiscal year. Share capital reduction through the cancellation of treasury shares p and corresponding amendment to Article 6 of the bylaws. Chairman’s authorization to provide endorsements, security interests p and guarantees. Distribution of attendance fees. p Meeting of June 13, 2019 Review of the binding offer for the acquisition of the LYRSA Group. p Meeting of August 19, 2019 Information relating to the sale of the entire Morocco Group to the p Moroccan partner/shareholder. Corporate Governance Code 2.1.8 The Company applies the AFEP-MEDEF Corporate Governance Code for listed companies as revised in June 2018. This code is available on the website www.medef.com. The table below shows the recommendations of the AFEP-MEDEF Code not yet applied by the Company in accordance with the “comply or explain” rule.

Functioning of the Board of Directors 2.1.7 The Board of Directors met five times during the fiscal year, with an average attendance rate of 75%. In addition to reviewing and approving the parent company and consolidated financial statements as of September 30, 2018 and preparing documents to submit to the shareholders’ combined general meeting on February 5, 2019, the Board discussed and decided the following matters: Meeting of October 22, 2018 Update on the Company’s governance and the measures to p implement. Set-up of an Appointments and Compensation Committee and p approval of its rules of procedure. Amendment of the rules of procedure of the Board of Directors and p Audit Committee. Meeting of December 4, 2018 Review and approval of the consolidated and parent company p financial statements for the year ended September 30, 2018. Proposal for allocation of income. p Press release. p Review and approval of financial and forecast documents. p Review of the agreements coming under Articles L. 225-38 et seq . of p the French Commercial Code: Derichebourg trademark licensing agreement with TBD Finances; revision of the service and assistance agreement with DBG Finances. Review of the plan to sell the Château of Guiteronde and its p vineyards. Guarantees to be given to a bank as part of a credit facility granted p to a subsidiary. Review of the directors’ terms of office. p Review of the Statutory Auditors’ terms of office. p Review of the CSR report and Corporate governance report. p Proposed amendment of the directors’ terms of office. p Proposed amendment of the bylaws on how shareholders may p participate in annual shareholders’ meetings. Proposed amendment of the amount of attendance fees. p Share buyback program. p Authorization to be given to the Board of Directors to reduce the p share capital by canceling shares. Delegation of authority to the Board of Directors to issue various p types of securities giving access to the Company’s share capital, immediately or in the future, while maintaining or eliminating preemptive subscription rights.

DERICHEBOURG p 2018/2019 Universal Registration Document 69