DERICHEBOURG - Universal registration document 2018-2019

Contents

1 CSR report (serving as statement of extra-financial performance)

4 Financial statements

119

11

Consolidated financial statements for the year ended 4.1 September 30, 2019, in compliance with IFRS

120

Overview of businesses and business model 1.1

13 30

Parent company financial statements as at 4.2 September 30, 2019 172 Statutory Auditors’ fees and fees paid to their network 4.3 by the Group 196 5 Information on the Company and Share capital 197 Share capital: amount of subscribed capital 5.1 199 Authorized capital not issued 5.2 199 Non-equity securities 5.3 199 Securities giving access to the Company’s share capital 5.4 199 Potential capital: impact of issues on the equity interest 5.5 200 Table showing changes in share capital during the last 5.6 three fiscal years 200 Shares held by the issuer or by its subsidiaries 5.7 200 Voting rights 5.8 201 2% threshold set in bylaws 5.9 201 Restrictions on voting rights and share transfers 5.10 provided for in the Company bylaws 202 List of owners of any securities containing any special 5.11 rights of control 202 Employee shareholdings 5.12 202 Shareholder agreements 5.13 202 Amendment of Company bylaws 5.14 202 Rules on convening shareholders’ meetings 5.15 203 Powers of the Board of Directors, in particular, 5.16 for the issue or buyback of shares 205 Agreements entered into by the Company which are 5.17 amended or end in the event of a change of control 205 Dividends 5.18 206 in Derichebourg of a shareholder with a 1% capital interest and who does not subscribe said issues

Main CSR risks 1.2

Scorecard showing principal social, environmental 1.3 and societal information

31 32 41 46 50 52

Being a committed employer 1.4

Reduce the Group’s environmental footprint 1.5 Be a major player in the circular economy 1.6 Consolidate relationships of trust with our partners 1.7

Duty of vigilance 1.8

Report by the independent third party organization 1.9 on the consolidated statement of extra-financial performance set out in the management report

53

2 Board of Directors’ report on corporate governance 57 The Board of Directors 2.1 59 Special committees of the Board of Directors 2.2 70 The Deputy Chief Executive Officer 2.3 72 Compensation of the members of the Board 2.4 of Directors and executive officers 73 Executive officers’ declaration concerning transactions 2.5 in the Company’s shares 77 Related-party agreements 2.6 77 Summary table of the authorizations granted to the 2.7  79 Factors likely to have an impact in the event of a public 2.8 offering 79 Rules applicable to shareholder participation in annual 2.9 shareholders’ meetings 80 Statutory Auditors’ special report on related-party 2.10 agreements and commitments 81 Board of Directors by the shareholders’ meeting (Article L. 225-100 of the French Commercial Code)

3 Group management report

85

6 Further Information

209

Significant events during the fiscal year 3.1 Earnings from businesses and financial position 3.2

87 90

Person responsible for the Universal Registration 6.1 Document Name of the person responsible for financial 6.2 information

211

Risk factors 3.3

100 105 107 107 114

Shareholder structure and threshold crossing 3.4 Financial results for the last five fiscal years 3.5

211 212

Statutory Auditors 6.3

Group organization chart 3.6

General information about Derichebourg 6.4 213 Assessment of the 2018/2019 share buyback program 6.5 214 Presentation of the 2020/2021 share buyback program 6.6 215 Communication with institutional investors 6.7 and individual shareholders 217 Information provided by third parties, statements made 6.8 by experts and declarations of interests 220 Significant contracts 6.9 220 Concordance table between the Derichebourg 6.10 Universal Registration Document and the annual financial report 221 Concordance table between the Derichebourg 6.11 Universal Registration Document and annex II of European regulation 2017/1129 221

Statement of extra-financial performance 3.7 Agenda and draft resolutions submitted 3.8

to the shareholders’ combined general meeting of January 31, 2020

114