Invitation to our General Meeting 2022

Remuneration of corporate officers

1.4.THE REMUNERATION POLICY OF THE CHAIRMAN OF THE BOARD OF DIRECTORS UNDER A SEPARATED GOVERNANCE MODE (CONCERNING MR BENOÎT POTIER BEGINNING ON JUNE 1, 2022)

To determine the remuneration elements applicable to Mr Benoît Potier as Chairman of the Board of Directors, the Board of Directors took into account the standard practices in particular, including a benchmark of the remuneration of Board chairs at a representative panel of companies with a separated governance mode at CAC 40 groups and European companies, as well as the specific role of the Chairman of the Boardin the context of management succession and the missions that the Board of Directors wanted to entrust to Mr Benoît Potier in order to benefit from his experience and his vast knowledge of the Group (for details of roles and responsibilities of the Chairman of the Board of the Directors, see chapter 3, section 2.2, paragraph “Tasks and powers of the Chairman of the Board of Directors; management transition” of the 2021 Universal Registration Document).

Accordingly, Mr Benoît Potier will receive an annual fixed remuneration of 800,000 euros, to the exclusion of any variable and long-term remuneration (including LTI) and any exceptional remuneration. He will receive no additional remuneration in his capacity as Director.

For 2022, his remuneration as Chairman of the Board will be calculated pro-rata for the period of June 1, through December 31, 2022 (i.e. 466,667 euros).

Furthermore, Mr Benoît Potier will have a company car and will benefit from the death and disability benefits plan (solely death benefits) covering all personnel.

2.REMUNERATION POLICY APPLICABLE TO DIRECTORS

The remuneration policy for the Directors (excluding Executive Officers and employee Directors who do not receive any remuneration in respect of their term of office as Director) aims to determine, pursuant to the total package voted by the Ordinary General Meeting, a balanced and incentivizing remuneration which is competitive internationally, and contributes to the quality of the Board’s work. It is, in terms of principles and structure, in line with the policy approved by the General Meeting of May 4, 2021.

  • It provides for fixed remuneration, prorated if applicable.
  • An additional remuneration is allocated to the Lead Director, which reflects the importance accorded by the Group to his governance tasks, and to the Chairs of the four Board Committees, to take account of the level of responsibilities incurred and the work involved as a result of these duties.
  • It also includes a variable remuneration, which is the highest part, on the basis of each Director’s attendance at the meetings of the Board and the Committees/working group, in accordance with the AFEP/MEDEF Code, in the form of the allocation of a fixed amount for each attendance at a meeting.
  • In order to take account of the distance for Directors coming from abroad, a fixed amount per trip is added to the variable remuneration for such Directors if attending in person.

Furthermore, travel expenses of the Directors are refunded by the Company.

This policy promotes attendance and effective participation by the Directors in the work of the Board and Committees, which fosters in particular the dialog between the Directors and the management team.