Invitation to our General Meeting 2024

Summary of the Remuneration Policy Applicable To the Corporate Officers

SUMMARY OF THE REMUNERATION POLICY APPLICABLE TO THE CORPORATE OFFICERS

The remuneration policy applicable to the corporate officers is described in its entirety in the 2023 Universal Registration Document on pages 203 to 211. It is in line, in terms of its principles and structure, with the policy approved by the General Meeting of May 3, 2023, with a proposed change to the level of remuneration for the Chief Executive Officer.

1. REMUNERATION POLICY APPLICABLE TO COMPANY OFFICERS

The remuneration policy applicable to Company Officers subject to the approval of the General Meeting breaks down as follows

  • the remuneration policy of the Chief Executive Officer (applicable, in 2024, to Mr François Jackow); and
  • the remuneration policy of the Chairman of the Board of Directors (applicable, in 2024, to Mr Benoît Potier).
1.1. PRINCIPLES APPLICABLE TO THE EXECUTIVE OFFICERS

In keeping with the Group’s practices, the remuneration policy applicable to Executive Officers provides for a proportionate balance between the three components of the total annual remuneration (the fixed remuneration, the variable remuneration and the long-term incentives (or “LTI”)).

The fixed remuneration represents approximately 25%, the variable remuneration approximately 35% and the LTI approximately 40% of the target total annual remuneration. Thus, the elements subject to performance conditions represent in principle approximately 75% of this total target remuneration.

The fixed remuneration is determined on the basis of the level of responsibility, the experience in executive management duties and market practices.

The principles applicable to the annual variable remuneration are unchanged:

  • The variable remuneration continues to be expressed as a target variable remuneration with a maximum.
  • Concerning the weighting of the criteria adopted, a greater relative weight is given to the quantifiable criteria as compared to the qualitative criteria.
  • The rate of achievement of the objectives for the variable remuneration, expressed as a percentage of the fixed remuneration and the target variable remuneration allocated to the criterion, will be made public ex post.
  • The quantifiable elements of the annual variable remuneration include (i) a criterion of an increase in the recurring net earnings excluding currency impact per share (“recurring EPS”) which makes it possible to take into account all the items in the income statement and (ii) a criterion of comparable growth in consolidated revenue which in turn reflects the momentum of the activity.
  • The qualitative elements of the annual variable remuneration continue to be based, for two-thirds, on several categories or sub-categories of objectives which are defined each year. For 2024, they incorporate (i) CSR objectives (safety and reliability, rollout of action plans linked to the Group’s sustainability objectives as part of the ADVANCE strategic program) and (ii) Organization and Human Resources objectives, thus supporting the Company’s sustainability and reflecting its extra-financial performance objectives. The qualitative elements also continue to be based for one-third, on an assessment of the individual performance in light of the context of the year.

The LTI grants for the 2024 fiscal year :

  • remain subject to the proration principle on the basis of the Executive Officer’s actual presence;
  • are not granted at the time of the Executive Officer’s departure;
  • remain subject to demanding performance conditions calculated over a period of three years:
    • — the recurring ROCE (for 50%) with an objective set within the trajectory of the ROCE target announced by the Company, i.e., a level that is maintained above 10% by the end of 2026;
    • — the rate of Total Shareholder Return (TSR) (for 40%) calculated (i) for half, on the basis of an absolute TSR (“AL TSR”) in accordance with historic performances and (ii) for half, on the basis of a relative TSR (“B TSR”) compared to the average of the CAC 40 TSR;
    • the change in the Group’s CO2 emissions (for 10%) in absolute value over the period 2024-2026, aligned with the Group’s CO2 trajectory (an integral part of the ADVANCE strategic program).

Moreover, the Executive Officers benefit from other benefits attached to the performance of their term of office (see below).