DERICHEBOURG - Universal registration document 2018-2019

2

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

– R = (Leverage ratio n-2 + Leverage ratio n-1 + Leverage ratio n)/3 – B1, B2, B3 may not be negative. C, an amount between 0% and 45% of annual fixed compensation, p submitted by the Chief Executive Officer to the Appointments and Compensation Committee, designed to reward the achievement of pre-established individual objectives. The Appointments and Compensation Committee reserves the right to propose to the Board to readjust the amount of annual variable compensation at the end of the fiscal year depending on the circumstances and events. Exceptional compensation may, where appropriate, be allocated in the event of the carrying out of special missions, such as the integration of a significant acquisition.

There is no change to the method used to determine the annual variable compensation. Pursuant to the foregoing, the annual variable compensation payable to Mr. Abderrahmane El Aoufir in respect of the 2018/2019 fiscal year amounts to €376,851. It is recalled that, 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 payable or granted to Mr. Abderrahmane El Aoufir in respect of the fiscal year ended September 30, 2019, as presented in this report.

Other AFEP-MEDEF tables 2.4.2.3 Stock options granted during the fiscal year to each executive officer by the issuer and any Group company Table 4, AFEP-MEDEF Code

Value of options according to the method adopted for the consolidated financial statements

Type of options (purchase or subscription)

Number of options granted during the fiscal year

Plan no. and date

Exercise price Exercise period

None

Stock options exercised during the year by each executive officer Table 5, AFEP-MEDEF Code

Number of options exercised during the fiscal year

Plan no. and date

Exercise price

None

Performance shares granted during the fiscal year to each executive officer by the issuer or any Group company Table 6, AFEP-MEDEF Code

Value of shares according to the method adopted for the consolidated financial

Number of shares granted during the fiscal year

Performance conditions

Plan no. and date

statements Acquisition date Availability date

None

Performance shares that became available during the fiscal year for each executive officer Table 7, AFEP-MEDEF Code

Number of shares that became available during the fiscal year

Plan no. and date

None

Since there are no stock option or performance share award plans, AFEP-MEDEF Code Tables 8 and 9 are not presented.

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