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

Agreements and commitments already approved by the general shareholders' meeting In accordance with Article R. 225-30 of the French Commercial Code (Code de commerce), we have been advised that the implementation of the following agreements and commitments, which were approved by the general shareholders' meeting in prior years, continued during the year.

DERICHEBOURG trademark licensing agreement with the company TBD Finances At its meeting on July 2, 2007, the Board of Directors authorized the execution of a licensing agreement for the DERICHEBOURG trademark with TBD FINANCES, the owner of the trademark. The Board of Directors’ meeting of December 12, 2008 set the amount of the royalty payment at 0.07% of the consolidated revenue of the Environment division and 0.12% of the consolidated revenue of the Multiservices division. This agreement took effect on March 1, 2009 for a ten-year term. The royalty expense recognized by your Company for the period October 1, 2018 to February 28, 2019 was €972,908.33, excluding taxes. Service agreement with DBG Finances Director involved: Mr. Daniel Derichebourg, Chairman of the Board of Directors and Chief Executive Officer of your Company and General Partner of DBG Finances. The Board of Directors’ meeting of December 5, 2017 authorized, for a period of three years starting from January 1, 2018, the renewal of the assistance agreement with DBG Finances by which this latter would take part in managing the Group’s policy and in the supervision and control of its subsidiaries, in particular for the provision and centralization of management tools and services in managerial, administrative, financial and commercial areas. An amendment to this agreement was signed on January 2, 2019. During the fiscal year ended September 30, 2019, your Company recognized an expense of €425,000, excluding taxes, under this agreement for the period from October 1, 2018 to December 31, 2018. An amendment to this agreement was signed on January 2, 2019.

Paris and Paris-La Défense, December 9, 2019

The Statutory Auditors

DENJEAN & ASSOCIES AUDIT

BM&A

ERNST & YOUNG Audit

Thierry Denjean

Eric Seyvos

Pierre Abily

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