Universal Registration Document 2023

3.4 COMPENSATION APPLICABLE TO FUTURE DIRECTORS AND THE FUTURE CHAIR AND CHIEF EXECUTIVE OFFICER

In accordance with the legal and regulatory provisions in force, this section sets out the compensation policy applicable to corporate officers for the 2024 financial year, subject to the adoption of the amended type of corporate governance by the General Shareholders' Meeting of May 29, 2024. This compensation policy would be applicable as from the adoption of the amended corporate governance structure.  

It is specified that all the common principles described in Section 3.3.1.1 will apply mutatis mutandis to all corporate officers appointed following the change in corporate governance structure.

3.4.1 Compensation policy applicable to future Directors

The compensation policy proposed by the Supervisory Board, on the recommendation of the Compensation Committee, consists of:

• applying, mutatis mutandis, the compensation policy applicable to the members of the Company’s Supervisory Board for the 2024 financial year, as presented above in Section 3.3.1.2 of this Universal Registration Document, to the of Directors of the Company, including the Chairman in his capacity as Director. It is specified that the Lead Director will receive an additional fixed compensation of euro 30,000 for their duties;
• not compensating the Chairman of the Board of Directors for his duties as Chairman, insofar as he combines this position with that of Chief Executive Officer.

The compensation policy for Directors in respect of the 2024 financial year will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its forty second resolution pursuant to article L. 22‑10‑8, II of the French Commercial Code.

3.4.2 Compensation policy applicable to the future Chair and Chief Executive Officer

The compensation policy for the future Chair and Chief Executive Officer consists of applying mutatis mutandis the compensation policy applicable to the Chairman of the Management Board for the 2024 financial year, as presented in Sections 3.3.1.4, insofar as they concern the Chairman of the Management Board and not the other members of the Management Board, and 3.3.1.5. Thus, the compensation of the Chair and Chief Executive Officer will not be increased due to the change in corporate governance structure compared to the compensation he received as Chairman of the Management Board.

In particular, the Supervisory Board considers that this transposition is justified in the current context, given that the duties of Chair and Chief Executive Officer will be performed by the same person who currently performs the duties of Chairman of the Management Board, without prejudice to any decisions that may be submitted to the General Shareholders' Meeting at a later date, particularly in view of the specific responsibilities and missions of Chairman of the Board of Directors.

The compensation policy for the future Chair and Chief Executive Officer in respect of the 2024 financial year will be subject to approval by the General Shareholders’ Meeting of May 29, 2024 in its forty‑first resolution pursuant to article L. 22‑10‑8 II of the French Commercial Code.

Should one or more Deputy Chief Executive Officers be appointed, the Board of Directors, on the recommendation of the Compensation Committee, will determine the amount of their fixed and variable annual compensation, performance conditions and levels, and other compensation structures and parameters, based on the situation of the persons concerned, by applying the compensation policy applicable to other members of the Management Board presented in Sections 3.3.1.4, 3.3.1.6 and 3.3.1.8, on a pro rata temporis basis from the date of their appointment.