Invitation to our General Meeting 2023

Total IFRS value (according to IFRS 2 norm) of the LTI: €961,965, representing 9,790 performance shares (grant in his capacity as Chief Executive Officer for the period from June 1 to December 31, 2022).

The September 29, 2022 plan (performance shares) provides for performance conditions that are calculated over three years and are based on the following criteria:

• ROCE (return on capital employed after tax) (for 50%);
• TSR (Total Shareholder Return) (including an element of relative comparison) (for 40%);
• the change in the Group’s CO₂ emissions (for 10%).

€0

Mr François Jackow does not receive any remuneration in respect of his term of office as Director.

Amount: €7,956

The benefits in kind (accounting valuation) include the use of a company car and the contributions paid in 2022 to a third party, in respect of the unemployment insurance contributions for company managers and corporate officers, with effect from Mr François Jackow’s appointment as Chief Executive Officer (for the period from June 1 to December 31, 2022).

Collective pension insurance contract

Mr François Jackow has benefitted, since June 1, 2022, and will benefit until the end of his term of office as Chief Executive Officer, from a collective pension insurance contract with individual and optional subscription (known as “article 82 of the French General Tax Code”) for the fraction of his reference remuneration that exceeds 8 times the PASS, as a replacement for the supplementary pension plan that applied on certain conditions to the senior managers of the Group and which he benefitted from up until May 31, 2022. This supplementary pension plan 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 June 1 to December 31, 2022, will amount to €202,274 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 (€101,137) and a payment to Mr François Jackow intended to cover the social security contributions and taxes due on the payments made to the insurer (€101,137).

Defined contribution pension plan set up for the benefit of “senior managers”

Mr François Jackow has continued to benefit since June 1, 2022 in his capacity as Chief Executive Officer from this defined contribution pension plan which he benefited from as a senior manager up until May 31, 2022.

The amount of contributions paid by the Company in 2022, for the period from June 1 to December 31, 2022 totals €5,183.

Other commitments

In respect of the 2022 fiscal year (for the period from June 1 to December 31, 2022), the Company also paid contributions to third parties pursuant to the mandatory company retirement savings plan (PERO) (€5,693), pursuant to the collective death and disability benefits plan (€5,932) and pursuant to the collective healthcare plan (€231).

The long‑term commitments (including the termination indemnity and the non‑compete indemnity) are described in full in the 2022 Universal Registration Document on pages 201 to 204.