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 other than directors’ fixed compensation paid to Mr. Thomas 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. Thomas Derichebourg is provided with a Renault Talisman or equivalent vehicle by the Group.

Compensation paid to executive officers 2.4.2 It is recalled that, in respect of the fiscal year just ended and pursuant to Article L. 225-37-2 of the French Commercial Code, the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the total compensation and benefits of any kind to executive officers in respect of their office were approved

by the shareholders’ combined general meeting of February 7, 2018 under the resolution relating to the Chairman and Chief Executive Officer, and by the shareholders’ combined general meeting of

February 5, 2019 concerning the Deputy CEO.

Compensation paid to Daniel Derichebourg, Chairman and Chief Executive Officer 2.4.2.1 Summary table of compensation and options and shares granted to Daniel Derichebourg, Chairman and Chief Executive Officer Table 1, AFEP-MEDEF Code

09-30-19

09-30-18

In thousands of euros

Compensation payable for the fiscal year Value of options granted during the year

248

243

0 0 0

0 0 0

Value of performance shares granted during the year

Value of other long-term compensation plans

Total

248

243

Summary table of compensation of Daniel Derichebourg, Chairman and Chief Executive Officer Table 2, AFEP-MEDEF Code

09-30-19

09-30-18

Amount owed Amount paid

Amount owed Amount paid

In thousands of euros

Fixed compensation

228

228

228

228

Annual variable compensation

0 0

0 0

0 0

0 0

Exceptional compensation

Directors’ fixed compensation

20

15

15

15

Total

248

243

243

243

Information has been provided by DBG Finances, which paid Mr. Daniel Derichebourg’s compensation. Mr. Daniel Derichebourg does not receive any compensation in respect of his position as Chairman and Chief Executive Officer. The directors’ fixed compensation was paid by Derichebourg SA. Mr. Daniel Derichebourg has no employment contract with Derichebourg or any company controlled by the latter.

A Citroën DS3 is placed at the disposal of Mr. Daniel Derichebourg by the Group. In accordance with the provisions of Article L. 225-100 of the French Commercial Code, the shareholders’ combined general meeting of January 31, 2020 will be called upon to approve the elements of compensation owed or granted to Mr. Daniel Derichebourg in respect of the fiscal year ended September 30, 2019, as presented in this report.

DERICHEBOURG p 2018/2019 Universal Registration Document 74