Invitation to our General Meeting 2021

Resolutions 5 to 8 

Renewal of a Director’s term of office and appointment of three Directors

Purpose

The Board of Directors currently comprises 13 members: 11 members appointed by the General Meeting, including six foreign nationals and six women (i.e. 55%) and two Directors representing the employees, following the appointment of Fatima Tighlaline on October 1, 2020. The percentage of independent Directors is 82%.

The terms of office of Thierry Peugeot and Xavier Huillard will expire at the end of this General Meeting.

Regarding Thierry Peugeot, on the Appointments and Governance Committee’s recommendation and in agreement with Mr Peugeot who will have served 16 years on the Board of Directors, the Board has decided that as part of good governance Mr. Peugeot’s term of office will not be proposed to the General Meeting for renewal. Mr Peugeot was very warmly thanked for his contribution to the work of the Board of Directors, of which he has been a member since 2005, and to the work of the Audit and Accounts Committee, of which he has been a member since 2012.

In the 5^th resolution, on the recommendation of the Appointments and Governance Committee, shareholders are invited to renew the term of office of Xavier Huillard,Company Director, which will expire at the end of this General Meeting, for a period of four years. Xavier Huillard has been an Independent Director since 2017, Chairman of the Remuneration Committee and member of the Appointments and Governance Committee. Xavier Huillard will continue to provide the Board of Directors with the benefit of his experience as the head of a large international company and his extensive knowledge of the construction business.

Furthermore, the Board is assured that Xavier Huillard has sufficient availability to attentively participate in the Board’s work. In 2020, Xavier Huillard’s attendance rate at Board and Committees meetings was 100%. During his current term of office, his attendance global rate at Board and Committees meetings has been 98%.

Your Board of Directors has also decided to propose to you the appointment of three new Directors on the recommendation of the Appointments and Governance Committee, following a selection procedure steered by this Committee. These proposed appointments are part of a search for complementary profiles within the Board and comply with the diversity policy defined by the Board of Directors. Thus, under the 6^th, 7^th and 8^th resolutions, shareholders are invited to appoint Pierre Breber, Aiman Ezzat and Bertrand Dumazy as directors for a term of four years:

• Pierre Breber is an American citizen and Vice President and Chief Financial Officer of Chevron, where he has held several management positions spanning a career of over 30 years. He will bring to the Board his strong operational and financial skills and his very international profile.
• As Chief Executive Officer of Capgemini, Aiman Ezzat will bring to the Board his extensive experience in the digital sector, his financial expertise, his knowledge of many industrial sectors and the perspective of a chief executive from a major international group.
• Bertrand Dumazy, Chairman and CEO of Edenred, will bring to the Board his managerial skills acquired at several global companies in both the industrial and service sectors, together with his experience in digital transformation and change management.

The Board of Directors has indicated that it considers Pierre Breber, Aiman Ezzat and Bertrand Dumazy to be independent.

At the close of this General Meeting, the Board of Directors will comprise 15 members: 13 members appointed by the General Meeting, most of whom are independent (i.e. 92% Independent Directors) including six women (46%), seven foreign nationals, and two Directors representing the employees.

FIFTH RESOLUTION

(Renewal of the term of office of Mr Xavier Huillard as Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to renew the term of office of Mr Xavier Huillard as a Director for a period of four years, which will expire at the end of the 2025 General Meeting, held to approve the financial statements for the fiscal year ending December 31, 2024.

SIXTH RESOLUTION

(Appointment of Mr Pierre Breber as Company Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Mr Pierre Breber as a Director for a term of four years, which will expire at the end of the 2025 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2024.

SEVENTH RESOLUTION

(Appointment of Mr Aiman Ezzat as Company Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Mr Aiman Ezzat as a Director for a term of four years, which will expire at the end of the 2025 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2024.

EIGHTH RESOLUTION

(Appointment of Mr Bertrand Dumazy as Company Director)

The shareholders, deliberating according to the quorum and majority required for Ordinary General Meetings, after having reviewed the Report of the Board of Directors, decide to appoint Mr Bertrand Dumazy as a Director for a term of four years, which will expire at the end of the 2025 General Meeting held to approve the financial statements for the fiscal year ending December 31, 2024.