In addition to the possible derogation provided for in paragraph 2 of article L. 22-10-8, III of the French Commercial Code and to ensure that the application of the compensation policy reflects both the performance of the Chair and Chief Executive Officer as well as the Groupe, the Board of Directors, upon the recommendation of the Compensation Committee, may take into account, if applicable, certain unpredictable and specific circumstances that may affect the assessment of the performance of the Chair and Chief Executive Officer, such as, for example, a substantial change to the Groupe’s scope or the missions entrusted to Chair and Chief Executive Officer, a major event affecting the markets or structural changes affecting our industry.
In this context and on an exceptional basis, the Board of Directors reserves the right to decide on a specific and discretionary adjustment to the performance criteria (weighting, trigger thresholds, targets, objectives, etc.) attached to the annual variable compensation, both upwards and downwards, and within the limit of the ceiling set for these components in the compensation policy. It is stipulated that the Board of Directors shall take into account in its assessment the actual performance of the Chair and Chief Executive Officer, in view of the favorable or unfavorable impact on the Groupe’s overall performance, its relative positioning compared to its competitors and the payments made to shareholders and employees over the period.
In the assumption that the Board of Directors uses this adjustment clause, it will communicate all useful information on the proposed adjustment. This information would also be included in the corporate governance report that will be presented to the General Shareholders’ Meeting.
Finally, it should be noted that whenever this adjustment clause is implemented regarding a variable or exceptional item, the payment of the corresponding amounts will in any event be subject to a positive ex-post vote of the General Shareholders’ Meeting.
The Chair and Chief Executive Officer receives long-term variable share-based compensation subject to the achievement of the objectives set as follows.
Since 2021, Mr. Arthur Sadoun has benefited from a regular performance share plan (“LTIP”). An initial grant of shares is made each year, but they only vest after three years, and then only in accordance with the achievement of stringent objectives. In order to bring Mr. Arthur Sadoun’s multi-year variable compensation more in line with that of our peers, particularly in the United Kingdom and the United States, the value of the performance shares granted to him represents, at the time of the grant, 300% of his fixed compensation (and up to 350% of his fixed compensation in the event of overperformance since 2023).
| Plan | Date of grant | Vesting date(1) | Performance period | Number of performance shares granted(2) | % of the share capital |
|---|---|---|---|---|---|
| LTIP 2025 | LTIP 2025 Date of grant 03/12/2025 |
LTIP 2025 Vesting date (1)03/12/2028 |
LTIP 2025 Performance period 2025-2027 |
LTIP 2025 Number of performance shares granted (2)43,740 |
LTIP 2025 % of the share capital 0.017% |
In order to promote the retention of the Chair and Chief Executive Officer, no shares are vested by him before the end of a period of presence in the Groupe, and subject to the performance conditions being satisfied. This vesting period is three years.
Except in the specific case of death, disability or retirement, or in exceptional circumstances explained by the Board of Directors and made public, the vesting of shares is subject to compliance with the presence condition of the Chair and Chief Executive Officer until the end of the vesting period.
This condition may only be waived by a substantiated decision of the Board of Directors after obtaining the opinion of the Compensation Committee.
In the event of forced departure or a departure due to a change in control or strategy, and except in the event of serious or gross misconduct, shares awarded may be retained pro rata temporis, subject to performance conditions.
In the event of retirement, he may, at the end of the vesting period and pursuant to a decision of the Board of Directors, in accordance with the compensation policy approved by shareholders and applicable at that time, receive the shares granted to him pro rata temporis.
