GOVERNANCE: THE CORNERSTONE OF OUR BUSINESS

Relations with Shareholders and Other Key Stakeholders

Shareholding Structure/Cascade Holding Structure

As at 30 June 2022, CIEL had in issue
(i) 1,689,901,209 Ordinary Shares (of which 2,341,211 were held as treasury shares) and
(ii) 3,008,886,600 Redeemable Restricted A Shares (“RRAS”).

Shareholding Structure at 30 June 2021

Based on 1,687,559,998 ordinary shares issued (excluding treasury shares), Ordinary shares represented 35.93% of the total voting rights of CIEL (Ordinary + RRAS).

Direct Shareholders holding > 5% of the Ordinary Shares

68.71%

Others Public

8.04%

Mercoeur Investment Ltd
(P. Arnaud Dalais¹)

6.81%

Peugeot Invest Assets
(Peugeot family)

5.11%

Di Cirne Holding Ltd
(Dentressangle family)

6.28%

Hugnin Frères Ltd
(Hugnin family)

5.05%

Les Amarres Ltd
(Jean-Pierre Dalais²)

Note 1: P. Arnaud Dalais also hold shares directly and indirectly bringing his total shareholding in CIEL to 8.06% of the ordinary shareholding.

Note 2: Jean-Pierre Dalais also hold shares directly and indirectly bringing his total shareholding in CIEL to 5.52% of the ordinary shareholding.

Ordinary Shares

Hold voting rights/Listed on the Stock Exchange of Mauritius/ Entitled to Dividends

35.93%

Based on 3,008,886,600 RRAS – RRAS represented 64.07% of the total voting rights of CIEL (Ordinary + RRAS).

Direct Shareholders holding > 5% of RRAS

98.66%

Deep River Limited

1.34%

Others/Public

Note: Deep River Limited is controlled by Deep River Holding Limited (a family holding enterprise).

RRAS

Hold voting rights/Not listed on the Stock Exchange of Mauritius/ Not Entitled to Dividends.

64.07%

COMMON DIRECTORS WITHIN THE HOLDING STRUCTURE AS AT 30 JUNE 2022

Directors	Mercoeur Investment Ltd	Peugeot Invest Assets	Hugnin Frères Ltd	Di Cirne Holding Ltd	Les Amarres Ltd	Deep River Ltd	Deep River Holding Ltd
P. Arnaud Dalais	Chairman					Chairman	Chairman
Sébastien Coquard		Nominee
Guillaume Dalais	Director					Director	Director
Jean-Pierre Dalais					Director	Director	Director
Marc Dalais						Director	Director
R. Thierry Dalais						Director	Director
M. A. Louis Guimbeau						Chairman	Chairman
M. A. Louis Guimbeau						Director	Director
Roger Espitalier Noël			Director			Director	Director
Jean-Louis Savoye				Nominee
Xavier Thiéblin						Director

Shares in Public Hands

In accordance with the Listing Rules of the SEM, more than 25% of the shareholding of CIEL is in the hands of the public.

Directors’ Interests in the Shareholding of CIEL as at 30 June 2021

	Direct No of Ordinary Shares	Indirect No of Ordinary Shares
P. Arnaud Dalais	401,754	135,684,980
Sébastien Coquard	Nil	Nil
Guillaume Dalais	647,560	135,678,449
Jean-Pierre Dalais	1,494,488	91,623,173
Marc Dalais	15,315,520	Nil
R. Thierry Dalais	Nil	38,819,460
Pierre Danon	Nil	1,049,138
L. J. Jérôme De Chasteauneuf	1,009,215	11,064,698
Roger Espitalier Noël	Nil	2,308,600
M. A Louis Guimbeau	Nil	8,414,000
Marc Ladreit De Lacharrière	Nil	50,263,138
J. Harold Mayer	3,517,694	Nil
Catherine McIlraith	Nil	Nil
Jean-Louis Savoye	Nil	Nil
Xavier Thiéblin	Nil	36,963,500
Alternate Director
Jacques Toupas	Nil	Nil
Transactions during the Year	Direct No of Shares	Indirect No of Shares
P. Arnaud Dalais	-	506,520
Jean-Pierre Dalais	57,431	667,120
Guillaume Dalais	43,700	500,000
L. J. Jérôme De Chasteauneuf	57,431	Nil
Roger Espitalier Noël	Nil	64686
M. A Louis Guimbeau	Nil	(1,586,000)

The Following Directors Hold Shares In Deep River Limited:

Shareholding as at 30 June 2022	Direct No of Redeemable B Shares	Indirect No of Redeemable B Shares
M. A. Louis Guimbeau	40,000,000	Nil
Xavier Thiéblin	Nil	124,946,000

The Following Directors Hold Shares In Deep River Holding Limited:

Shareholding as at 30 June 2022	Direct No of Redeemable B Shares	Indirect No of Redeemable B Shares
P. Arnaud Dalais	-	460,852,228
Jean-Pierre Dalais	-	155,277,840
Marc Dalais	56,336,464	-
R. Thierry Dalais	-	155,277,840
Roger Espitalier Noël	-	3,694,200

Shareholders’ Agreements

Following a private placement which was completed in May 2014, the Company entered into shareholders’ agreements with some of the main strategic investors to provide amongst other things some usual reserved matters, seats on Board and sub-committees of the Board and tag along rights.

Related Parties’ Agreements

CIEL holds an agreement with CIEL Corporate Services Ltd (“CCS”) (CIEL Head Office) for the provision of strategic support & Group strategy harmonisation, legal, company secretarial and payroll services to the companies of the Group. Amount paid to CCS for the financial year ended 30 June 2022 - MUR 60.1M.
CIEL holds a treasury agreement with Azur Financial Services Ltd (a subsidiary of CIEL) for the provision of cash management services, treasury advisory services and foreign exchange & money market brokerage services to the Group. CIEL pays a fixed monthly fee for the cash management together with a variable fee, based on the volume of intercompany transactions processed by Azur Financial Services Ltd for the Group. Amount paid to Azur Financial Services Ltd for the financial year ended 30 June 2022 – MUR 1.0M.
CIEL holds an agreement with Deep River Ltd (“DRL”) for the provision of strategic support & Group strategy. Amount paid to CCS for the financial year ended 30 June 2022 - MUR 710k.

Dividend

Board Approval Date	Dividend per Share (MUR)
29 September 2021	0.05
29 June 2022	0.16

The Board has decided that henceforth the dividend would be declared once annually in June. Policy - A minimum of 75% of net profits after tax of the Company, depending on the cash flow and financial needs.

Key Stakeholders’ Communication

The Board of CIEL is committed to promoting an open and transparent communication with its stakeholders to ensure that they receive the correct and adequate information while upholding trustworthy relationships with them. It tries to maintain an ongoing dialogue with its shareholders by keeping them abreast of all material business developments that influence the Group in a transparent and timely manner through various communication channels. In addition to official press announcements and occasional press conferences, CIEL’s website provides for an adapted and comprehensive self-service interface. CIEL also communicates via different social media platforms. CIEL understands the importance of a transparent communication to its stakeholders and as such, has developed a website which provides a good presentation of its activities, leadership, governance, initiatives etc. We invite you to consult CIEL’s website: www.cielgroup.com

SHAREHOLDERS

FINANCIAL AND STRATEGIC PARTNERS

REGULATORS, GOVERNMENT AND PUBLIC AUTHORITIES

EMPLOYEES OF THE GROUP

SHAREHOLDERS

The Board considers the annual meeting as an important corporate event and shareholders are encouraged to attend to express their views and receive feedback from Board members directly on the Group’s financial performance and strategic directions. In case a shareholder cannot attend, votes can still be cast on all resolutions through completion of the proxy form/postal vote. Notices of annual meetings are sent to the shareholders within the prescribed delay imposed by law and are also published in the press. The annual integrated report, which includes the notice of annual meeting, may also be viewed on the Company’s website. The Company also publishes, on a quarterly basis, a financial review document together with its unaudited abridged financial statements. This document provides a detailed review on the clusters of the Group to facilitate the understanding of the financial results. Additionally, CIEL strives to promote dialogue through analysts’ meetings which are conducted twice yearly with a presentation of the financial statements being made by the executives of the Group.

FINANCIAL AND STRATEGIC PARTNERS

Communication with financial institutions and the financial community in general usually takes place through investor meetings. The main recurring topic of discussion is financial performance. The presentation made to financial analysts is also posted on CIEL’s website.

REGULATORS, GOVERNMENT AND PUBLIC AUTHORITIES

CIEL’s business activities are conditional on regulatory requirements meaning that regulators have a high level of influence and interest in the Company’s operations. The Company ensures at all times that it complies with regulatory provisions and guidelines in the conduct of its activities.

EMPLOYEES OF THE GROUP

CIEL recognises that its workforce is key to its performance and development. It has over the years and since its beginnings in 1912, developed a unique way of doing business. Based on international ethical standards and a strong value system, the Group has grown to become a Mauritian-based international investment Group. CIEL believes that ethics start at the top, with its Board of Directors, senior management and extend to all its employees, business partners and other stakeholders through 3 core values which are:

Excellence at Core
People at heart
Ethical and Sustainable.

CIEL’s Code of Ethics highlights key areas which it believes are crucial in doing business fairly and ethically:

Business Integrity
Workplace Culture
Data Privacy
Reputation & Goodwill
Environmental & Social Values

Shareholders’ Information and Calendar of Events

The shareholders were convened at the annual meeting on 20 December 2021. The notices, including the agenda are published in the press in line with statutory requirements and are posted on CIEL’s website. All resolutions proposed were passed by the requisite majority. Shareholders were allowed a question time.

Event	Month
Financial year end	June
Annual Meeting of shareholders	December
Declaration/payment of dividend (conditional to approval by the Board):	June/July
Publication of first quarter results	November
Publication of half-yearly results	February
PPublication of third quarter results	May
Publication of full year results	September