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

Amendment to the services agreement with DBG Finances, Derichebourg Group's ultimate holding company. Individual involved: Mr. Daniel Derichebourg, Chairman of the Board of Directors and CEO of your Company and General Partner of DBG Finances. Purpose and type The meeting of the Board of Directors of December 4, 2018, authorized a change in the amount of the compensation for services invoiced by DBG Finances, which had been set at €1,700,000 in accordance with the service agreement with DBG Finances of January 2, 2018, in order to take it to the amount of €1,300,000 excluding taxes for the 2019 calendar year. An amendment was agreed on January 2, 2019. It was also agreed that this new compensation would apply for 2020 subject to it being in line with the corresponding 2020 budget. Terms For the period January 1, 2019 to September 30, 2019, your Company recorded an expense of €975,000 excluding taxes in respect of this agreement. Reasons justifying its interest for the Company The Board has given the following reasons for this agreement: the company benefits from the human, material and technical resources of DBG Finances to enable it to conduct its activities. It should be noted that DBG Finances participates directly and actively in the leadership of the Derichebourg Group and its subsidiaries and their strategic development. This agreement reproduces all terms and conditions of the agreement that was renewed by the Board on 5 December 2017. Derichebourg wishes to match the resources and tools made available to the services provided by DBG Finances and has thus modified the amount of remuneration for the services performed by DBG Finances.

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