Universal Registration Document 2023

Mr. Arthur Sadoun will not be subject to a non‑compete obligation in the event of a forced departure. Thus, in any event, Mr. Arthur Sadoun may not receive both a severance payment and a non‑compete indemnity.

It is also recalled that, pursuant to article R. 22‑10‑18, III of the French Commercial Code, the payment of this indemnity is excluded if Mr. Arthur Sadoun retires and claims his pension rights.

In its twenty‑first resolution, the General Shareholders’ Meeting of May 31, 2017 approved this non‑compete indemnity in respect of the commitments subject to the related‑party agreements procedure.

It should be noted that the compensation policy for Mr. Arthur Sadoun as Chairman of the Management Board in respect of the 2023 financial year as well as the items paid or granted in 2022 to him were approved by 74.31% and 81.81% of the votes at the General Shareholders’ Meeting of May 31, 2023 (tenth and fourteenth resolutions) pursuant to, respectively, articles L. 22‑10‑26 II and L. 22‑10‑34 II of the French Commercial Code (ex ante and ex post vote).

The compensation policy for the Chairman of the Management Board in respect of the 2024 financial year or, as the case may be, until the adoption of the change in governance structure, will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its thirteenth resolution pursuant to article L. 22‑10‑26 II of the French Commercial Code.

3.3.1.6 Compensation policy for Mrs. Anne‑Gabrielle Heilbronner, member of the Management Board

The compensation policy for Mrs. Anne‑Gabrielle Heilbronner is based on the same items as those for all corporate officers set out in Section 3.3.1.1 and includes the items applicable to members of the Management Board presented in Section 3.3.1.4 as well as the specific items presented below.