DERICHEBOURG - Universal registration document 2018-2019

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Board of Directors’ report on corporate governance Statutory Auditors’ special report on related-party agreements and commitments

Statutory Auditors’ special report on related-party 2.10 agreements and commitments

To the shareholders’ meeting, In our capacity as Statutory Auditors of your Company, we hereby report on certain related-party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms and conditions of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement, as well as the reasons justifying the interest for the Company. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R. 225-31 of the French Commercial Code ( Code de commerce ), to evaluate the benefits resulting from these agreements and commitments prior to their approval. In addition, we are required, where applicable, to inform you in accordance with Article R. 225-31 of the French Commercial Code ( Code de commerce ) concerning the implementation, during the year, of the agreements and commitments already approved by the shareholders’ meeting. We performed those procedures which we considered necessary to comply with professional guidance issued by the national auditing body (Compagnie nationale des commissaires aux comptes) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted. Agreements and commitments submitted for approval by the general shareholders' meeting In accordance with Article L. 225-40 of the French Commercial Code, we have been advised of the following agreements and commitments signed during the fiscal year just ended, and which were given prior authorization by your Board of Directors of December 4, 2018. Individual involved: Mr. Daniel Derichebourg, Chairman of the Board of Directors and CEO of your Company and managing director of DBG Finances. Purpose and type Your Board justifies this agreement by the following: your Company benefits from human, material and technical resources from DBG Finances to allow it to exercise its activities. It is recalled that DBG Finances takes a direct and active part in managing Derichebourg Group and its subsidiaries as well as in their strategic development. The Board of Directors authorized the renewal of the Derichebourg brand license agreement with the company TBD Finances, the owner of this brand, and set the amount of the license royalty for the Derichebourg brand at 0.07% of the consolidated revenue of the Environment division and at 0.12% of the consolidated revenue of the Multiservices division. This agreement took effect on March 1, 2019, for a ten-year term. Terms Under this agreement, the amount of the royalty recorded as expenses by your Company for the period March 1, 2019 to September 30, 2019 amounted to €1,362,071.67 excluding taxes. Reasons justifying its interest for the Company Your Board justifies this agreement as follows: your Company benefits from the strong reputation of the Derichebourg brand in the field of waste collection and, more generally, the environmental area and that of Multiservices. It contributes to the perception of high quality services in all the businesses associated with it and is one of the core elements of the Group's DNA. This new agreement has all of the same clauses and conditions as that which expired on February 28, 2019. DERICHEBOURG trademark licensing agreement with TBD

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