Invitation to our General Meeting 2024

Introduction

  Comments
Long-term remuneration (performance shares)

Total IFRS value (according to IFRS 2 norm) of the LTI: €1,649,284, representing 12,050 performance shares

The September 28, 2023 performance shares plan 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%).
Remuneration as a Director

€0

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

Other benefits

Amount: €18,110

The benefits in kind (accounting valuation) include the use of a company car and the contributions paid in 2023 to a third-party, in respect of the unemployment insurance contributions for company managers and corporate officers.

Pension and similar benefits/ Long-term commitments

Collective pension insurance contract

Mr François Jackow continued to benefit in 2023 from a d'un collective pension insurance contract with individual and optionalsubscription (known as “article 82 of the French General Tax Code”) for the fraction of his reference remuneration that exceeds 8 times the PASS. This collective pension insurance contract replaces the supplementary pension plan that applied on certain conditions to the senior executives of the Group and from which Mr François Jackow benefited prior to his appointment as Chief Executive Officer.

This supplementary pension plan is entirely subject to performance conditions which depend upon the average annual gap between the Return on Capital Employed after tax (ROCE) and the Weighted Average Cost of Capital (WACC) (measured on the basis of the book value of equity), calculated (on the basis of the certified consolidated financial statements, approved by the General Meeting) over the last three fiscal years. In respect of 2023, the Board of Directors on February 19, 2024 took note of the 100% achievement of the performance conditions. Accordingly, the amount to be paid in 2024 in respect of 2023 under the pension scheme with individual and optional subscription, will amount to €341,231 gross. This amount is paid in arrears and will be split, in accordance with the remuneration policy approved by the General Meeting of May 3, 2023, between a payment to the insurer (€170,615) and a payment to Mr François Jackow intended to cover the social security contributions and taxes due on the payments made to the insurer (€170,615).

 

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

Mr François Jackow continued to benefit in 2023 in his capacity as Chief Executive Officer from this defined contribution pension plan (which he had previously as a senior executive, then as Chief Executive Officer since 2022).

The amount of contributions paid by the Company in 2023 totals €9,502 .

 

Other commitments

In respect of the 2023 fiscal year, the Company also paid contributions to third-parties pursuant to the defined contribution pension plan (PERO) (€10,437), pursuant to the death and disability benefits plan (€12,634) and pursuant to the healthcare plan (€414).

Long-term commitments (including the termination indemnity and the non-compete indemnity) are described in detail in the 2023 Universal Registration Document on pages 181 to 183.