DERICHEBOURG - Universal registration document 2018-2019

2

Board of Directors’ report on corporate governance Related-party agreements

The Chairman shall then inform the members of the Board and Statutory Auditors of the list of agreements and their purposes.”

legal and tax consultancy services; p financial, accounting and management support. p

For the period from October 1, 2018 to September 30, 2019, DBG Finances invoiced Derichebourg for an amount of €1.4 million under this agreement. This amount was established according to a projected expenditure budget and covers in particular the compensation components paid by this company to Messrs. Daniel Derichebourg, Thomas Derichebourg, Boris Derichebourg and Abderrahmane El Aoufir, as detailed in section 2.4. Trademark licensing agreement 2.6.3 A trademark licensing agreement effective from March 1, 2009 for a fixed period of ten years was entered into between TBD Finances, which is controlled by the Derichebourg family, and Derichebourg. This agreement, which governs the use of the Derichebourg trademark, enables the Group to develop its own clientele and increase its loyalty. On December 4, 2018, the Board authorized the signing of a new agreement with the same conditions for another period of ten years starting March 1, 2019. The amount of fees, after taking into account the update to an independent intellectual property expert’s report, was set at 0.07% of the Environment division’s consolidated revenue and 0.12% of the Multiservices division’s consolidated revenue. The fee under this contract for the fiscal year was €2,335 thousand.

Service agreement 2.6.2 A service agreement was concluded, with effect from January 1, 2012, for an initial three-year term, then renewed with effect from January 1, 2015 and January 1, 2018 for successive three-year periods, with DBG Finances, a company controlled by the family of Mr. Daniel Derichebourg, which aims to define the terms and conditions of DBG Finances’ influence over the definition and oversight of Group strategy. An amendment to this agreement was signed on January 2, 2019 to p amend the amount of compensation to €1,300 thousand, exclusive of VAT, for the 2019 calendar year. The Board of Directors authorized this revision at its meeting of December 4, 2018. The services covered by this agreement are: p policy making and definition of the Group’s strategic guidelines; p help with drafting a business plan; p contacts with management boards of major national and p international client groups; internal and external development of the Group’s business; p support for acquisitions; p

corporate events and customer relations; p assistance with recruiting senior managers; p

DERICHEBOURG p 2018/2019 Universal Registration Document 78