Invitation to our General Meeting 2024

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 from that approved by the General Meeting of May 3, 2023.

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 as well as corporate officers duly authorized to benefit from them.

2. REMUNERATION POLICY APPLICABLE TO DIRECTORS

The remuneration policy for the Directors, unchanged from the 2023 policy, aims to determine, pursuant to the total package voted by the Ordinary General Meeting, a emuneration which is competitive internationally, in order to attract the best and most appropriate skills and expertise, in compliance with the Board’s diversity policy.

  • 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 remuneration for intercontinental travel being higher than that provided for intracontinental travel; it may be readjusted to remain competitive at the international level).

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

At this time, the Director’s maximum annual global pay package amounts to 1.3 million euros per fiscal year, in accordance with the 12th resolution of the Combined General Meeting of May 5, 2020. The Board of Directors, on the recommendation of the Remuneration Committee, decided to submit to the General Meeting of April 30, 2024 a draft resolution for the purpose of increasing this maximum amount to 1.5 million euros per fiscal year from 2024. The proposed increase takes into account in particular the new composition of the Board of Directors which, since the recent appointments approved by the General Meeting of May 3, 2023, now comprises 14 members, including 12 appointed by the General Meeting, and the evolving regulatory context requiring an increased number of meetings of the Board of Directors and/ or certain Committees (see the 14th resolution proposed to the General Meeting).