Invitation to our General Meeting 2023

Introduction

  Comments
Long‑term remuneration (performance shares)

€0

Pursuant to the provisions of the AFEP/MEDEF Code, Mr Benoît Potier did not receive a grant of long‑term remuneration (LTIs) in 2022 in respect of his office as Chairman & Chief Executive Officer.

Remuneration as a Director

€0

Mr Benoît Potier does not receive any remuneration in respect of his term of office as Director.

Other benefits

Amount: €4,494

The benefits in kind (accounting valuation) include the use of a company car and the payment to a third‑party of the unemployment insurance contributions for company managers and corporate officers during the term of office as Chairman & Chief Executive Officer held by Mr Benoît Potier for the 2022 fiscal year, i.e. from January 1 to May 31, 2022.

Pension(a) and similar benefits / Long‑term commitments

Collective pension insurance contract

Mr Benoît Potier notably benefits from a collective pension insurance contract with individual and optional subscription (known as “article 82 of the French General Tax Code”) that was introduced to replace the acquisition of rights under the defined benefit pension plan as of January 1, 2020.

It is entirely subject to performance conditions which will depend upon the average annual gap between the Return on Capital Employed after tax (ROCE) and the Weighted Average Cost of Capital (WACC) (net equity method), calculated (on the basis of the certified consolidated financial statements, approved by the General Meeting) for the last three fiscal years.

In respect of 2022, the Board of Directors on February 15, 2023 took note of the 100% achievement of the performance conditions. Accordingly, the amount to be paid in 2023 in respect of 2022 under the pension scheme with individual and optional subscription, for the period from January 1, 2022 to May 31, 2022, will amount to €141,667 gross. This amount is paid in arrears and will be split, in accordance with the remuneration policy approved by the General Meeting of May 4, 2022, between a payment to the insurer (€70,834) and a payment to Mr Benoît Potier intended to cover the social security contributions and taxes due on the payments made to the insurer (€70,834).

 

Other commitments

With respect to the 2022 fiscal year (for the period from January 1 to May 31, 2022), the Company paid contributions to third parties pursuant to the defined contribution pension plan (PERO) (€4,066), pursuant to the collective death and disability benefits plan (€4,237), and will pay an amount of €91,897 in 2023 pursuant to the collective life insurance contract. The Company also paid contributions in 2022 in respect of 2021 pursuant to the collective life insurance contract (€222,134) and the collective pension insurance contract (€340,000, split between a payment to the insurer and a payment to Mr Benoît Potier intended to cover the social security contributions and taxes due on the payments made to the insurer).

The long‑term commitments are described in full in the 2022 Universal Registration Document on pages 214 to 216.

  1. Mr Benoît Potier applied for his entitlements under the various pension plans on June 1, 2022, the date on which he claimed his old-age pension entitlements under the French general social security scheme, with the exclusion of the collective pension insurance contract with individual and optional subscription (the entitlements to which can only be claimed after the final payment of contributions, which will be made in 2023 in respect of the 2022 fiscal year for the period from January 1 to May 31, 2022).