Invitation to our General Meeting 2023

Introduction

SUMMARY OF THE ELEMENTS OF MR BENOÎT POTIER’S REMUNERATION (IN HIS CAPACITY AS CHAIRMAN & CHIEF EXECUTIVE OFFICER) PAID IN 2022 OR AWARDED IN RESPECT OF 2022 (FOR THE PERIOD FROM JANUARY 1 TO MAY 31, 2022) ON WHICH THE GENERAL MEETING IS INVITED TO VOTE

  Comments
Fixed remuneration

Amount: €552,083 prorated for the period from January 1 to May 31, 2022 on the basis of an annual fixed remuneration of 1,325,000 euros (unchanged since 2018).

In accordance with the remuneration policy established by the Board of Directors on February 15, 2022 and approved by the General Meeting on May 4, 2022, the fixed remuneration was determined taking account of the level of responsibilities, the experience in executive management duties and market practices.

Annual variable remuneration

Amount: €921,979 (prorated for the period from January 1 to May 31, 2022)

The target variable remuneration is equal to 150% of the fixed remuneration. The variable remuneration is limited to 167% of the fixed remuneration.

The target variable remuneration is linked, in 2022:

  • for 105% of the fixed remuneration (with a maximum of 122% of the fixed remuneration), to two quantifiable financial criteria;
  • for 45% of the fixed remuneration (target variable and maximum remuneration), to qualitative personal criteria.

Assessment for 2022:

Following an excellent year 2022, the objectives of the quantifiable criteria were carried out to the maximum achievement level.

The amount of the variable remuneration relating to the financial criteria is as follows:

  • Recurring EPS: 87% of the fixed remuneration, representing 116% of the target remuneration for this criterion;
  • Revenue: 35% of the fixed remuneration, representing 116% of the target remuneration for this criterion.

The amount of the variable remuneration relating to the personal criteria is as follows:

  • CSR: 15% of the fixed remuneration, representing 100% of the target remuneration for this criterion;
  • Organization/HR: 15% of the fixed remuneration, representing 100% of the target remuneration for this criterion;
  • Individual performance: 15% of the fixed remuneration, representing 100% of the target remuneration for this criterion.

The amount of the variable remuneration relating to the personal objectives is thus 45% of the fixed remuneration, representing 100% of the target remuneration for the personal objectives.

Therefore, the total amount of the variable remuneration is above target and amounts to €921,979, up 0.91% on an annual basis compared to the variable remuneration for 2021. This variation between 2021 and 2022 is the result of exceeding the financial targets for the year 2022 slightly more than the same excess in 2021.

The total amount of the variable remuneration due for the 2022 fiscal year will be paid in 2023, after approval of the financial statements by the General Meeting, it being noted that its payment is conditional upon the approval by a General Meeting of the elements of remuneration paid during or awarded in respect of the 2022 fiscal year to Mr Benoît Potier in his capacity as Chairman & Chief Executive Officer.

For the record, the variable remuneration paid in 2022 in respect of 2021 totaled €2,192,875. It was paid following approval of the resolution relating to the elements of remuneration paid or awarded to Mr Benoît Potier for 2021 (12th resolution) by the General Meeting of May 4, 2022.

There is no deferred annual variable remuneration mechanism, multi‑annual variable remuneration mechanism or exceptional remuneration mechanism.