DERICHEBOURG - Universal registration document 2018-2019

2

Board of Directors’ report on corporate governance Executive officers’ declaration concerning transactions in the Company’s shares

Summary table of the multi-year variable compensation of each executive officer Table 10, AFEP-MEDEF Code

Name and position of executive officer

Fiscal year

None

Table 11, AFEP-MEDEF Code

Allowances or benefits due, or likely to be due, as a result of termination or change of position

Employment contract

Supplementary pension scheme

Allowances under a non-compete clause

Executive officers

Daniel Derichebourg Chairman and Chief Executive Officer

Date of beginning of term: Board mtg of 02-10-16 Date of end of term: SM for FY ending 09-30-21

No

No

No

No

Abderrahmane El Aoufir Deputy CEO (non-director)

Date of beginning of term: Board mtg of 02-10-16 Date of end of term: SM for FY ending 09-30-21

Yes (1)

No

No

No

With the subsidiary Coframétal. (1)

Executive officers’ declaration concerning transactions 2.5 in the Company’s shares

On December 17, 2018, the Company was informed of the p acquisition of 10,000 shares by Mr. Abderrahmane El Aoufir.

On March 11, 2019, the Company was informed of the acquisition p of 2,000 shares by Mr. Abderrahmane El Aoufir.

Related-party agreements 2.6

The same applies to any agreements in which one of the people in the above list has an indirect interest. Prior authorization is also required for agreements between the Company and any business if the managing director, one of the deputy managing directors or one of the directors of the Company is the owner, general partner, manager, director, member of the Supervisory Board or, in any other way, a manager of that business. The above provisions are not applicable to any agreements relating to ordinary transactions concluded under normal terms and conditions. Nevertheless, such agreements, except where their purpose or their financial implications are not material for any of the parties, must be brought to the knowledge of the Chairman of the Board of Directors by the interested party.

Provisions concerning related-party 2.6.1 agreements (Article 21 of the bylaws) “Any agreement which links, either directly or through an intermediate person, the Company and its managing director, one of its deputy managing directors, one of its directors, one of its shareholders holding a number of voting rights greater than the percentage set forth in Article L. 225-38 of the French Commercial Code or, where the latter is a company shareholder, the Company which controls it as defined in Article L. 233-3 of the French Commercial Code, must be submitted for prior approval by the Board of Directors.

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