Invitation to our General Meeting 2023

Introduction

SUMMARY OF THE ELEMENTS OF MR FRANÇOIS JACKOW’S REMUNERATION (IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER) PAID IN 2022 OR AWARDED IN RESPECT OF 2022 (FOR THE PERIOD FROM JUNE 1 TO DECEMBER 31, 2022) ON WHICH THE GENERAL MEETING IS INVITED TO VOTE

  Comments
Fixed remuneration

Amount: €641,667 prorated for the period from June 1 to December 31, 2022, on the basis of an annual fixed remuneration of €1,100,000.

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: €912,450 (prorated for the period from June 1 to December 31, 2022)

The target variable remuneration is equal to 120% of the fixed remuneration.

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

The target variable remuneration is linked, in 2022:

  • for 84% of the fixed remuneration (with a maximum of 105% of the fixed remuneration), to two quantifiable financial criteria;
  • for 36% of the fixed remuneration (with a maximum of 45%), 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: 75% of the fixed remuneration, representing 125% of the target remuneration for this criterion;
  • Revenue: 30% of the fixed remuneration, representing 125% of the target remuneration for this criterion.

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

  • CSR: 12% of the fixed remuneration, representing 100% of the target remuneration for this criterion;
  • Organization/HR: 12% of the fixed remuneration, representing 100% of the target remuneration for this criterion;
  • Individual performance: 13% of the fixed remuneration, representing 110% of the target remuneration for this criterion.

The amount of the variable remuneration relating to the personal objectives is thus 37% of the fixed remuneration, representing 103% of the target remuneration for the personal objectives.

Therefore, the total amount of the variable remuneration is above target and amounts to €912,450.

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 François Jackow in his capacity as Chief Executive Officer.

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