DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance Compensation of the members of the Board of Directors and executive officers

Compensation of the members of the Board of Directors 2.4 and executive officers

meeting, is decided by the Board of Directors. At its meeting of May 22, 2019, the Board of Directors decided to distribute attendance fees of €20,000 equally to each of the eight directors. Compensation for the 2018/2019 fiscal year was paid in November 2019. Mr. Matthieu Pigasse indicated that he did not wish to receive any attendance fees. As a result, the amount of the fixed compensation for directors and other compensation received by the non-executive corporate officers is as follows:

Compensation of the non-executive 2.4.1 members of the Board of Directors Each director receives fixed compensation, of which the total maximum amount is voted by shareholders at the ordinary general meeting. This amount was set at €160,000 as from October 1 , 2018, by decision of the shareholders’ combined general meeting of February 5, 2019 (it was €120,000 prior to that). Distribution of the directors’ fixed compensation for the 2018/2019 fiscal year The distribution of the directors’ fixed compensation, within the limit of the total maximum amount voted by shareholders at the general

Table of attendance fees and other compensation received by non-executive corporate officers Table 3, AFEP-MEDEF Code

2018/2019

2017/2018

In thousands of euros

Fixed compensation Other compensation Fixed compensation Other compensation Fixed compensation Other compensation Fixed compensation Other compensation Fixed compensation Other compensation Fixed compensation Other compensation Fixed compensation Other compensation

15

15

Catherine Claverie

0

0

15

15

CFER, represented by Mrs. Ida Derichebourg

0

0

15

15

Boris Derichebourg

670

683

15

15

Thomas Derichebourg

671

602

15

15

Françoise Mahiou

0 0 0

0 0 0

Matthieu Pigasse

15

15

Bernard Val

0

0

Director’s fixed compensation paid to the Chairman and Chief Executive Officer

15 15

15 15

Not claimed

Fixed compensation

Total amount voted by the shareholders’ meeting

Directors’ fixed compensation

120

120

Other compensation

1,341

1,285

Compensation other than directors’ fixed compensation paid to Mr. Boris Derichebourg The compensation was paid by Derichebourg Environnement, under an employment contract, and by DBG Finances in the amount of €13,000 (for each fiscal year).

Mr. Boris Derichebourg is also provided with a Peugeot 508 or equivalent vehicle by the Group.

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