Invitation to our General Meeting 2023

Introduction

1.3. THE REMUNERATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS (MR BENOÎT POTIER)

The remuneration policy for the Chairman of the Board of Directors is unchanged as compared to that approved by the General Meeting of May 4, 2022.

Accordingly, Mr Benoît Potier will receive an annual fixed remuneration of 800,000 euros, to the exclusion of any variable or long-term remuneration (notably LTIs) or any exceptional remuneration. He will not receive any additional remuneration in his capacity as Director.

Mr Benoît Potier will, moreover, have the use of a company car and will benefit from the death and disability benefits plan (only the death cover) covering the whole of the personnel.

2. REMUNERATION POLICY APPLICABLE TO DIRECTORS

The remuneration policy for the Directors aims to determine, pursuant to the total package voted by the Ordinary General Meeting, a remuneration which is competitive internationally, in order to attract the best and most appropriate skills and expertise, in compliance with the Board’s diversity policy.

Its principles and structure are in line with the policy approved by the General Meeting of May 4, 2022.

  • It comprises a fixed remuneration, which is prorated, if applicable.
  • Additional remuneration is allocated to the Lead Director and 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 they attend in person. The Board of Directors decided in February 2023, on the recommendation of the Remuneration Committee, to readjust the amount for intercontinental travel in order to take account of market trends and keep the remuneration competitive for foreign Directors.

Travel expenses incurred by Directors are, moreover, refunded by the Company.

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