These criteria provide an incentive to overperform, since variable compensation may be increased if the objectives are exceeded, with, however, a cap of 162.5% on each of these two criteria.
The option to compensate overperformance is aligned with the Groupe’s mechanisms for annual variable compensation of Groupe senior executives;
Since 2025, the Board of Directors, on the proposal of the Compensation Committee, decided to base the overperformance solely on the financial criteria. If all the criteria are met and the margin and growth targets are exceeded, the annual variable compensation of Mr. Arthur Sadoun may represent a maximum of 150% of his target annual variable compensation, i.e. 300% of his annual fixed compensation.
All these criteria, set in advance, are based on quantified, measurable objectives that are made public, with the exception of those that are of a strategic and confidential nature. All these criteria are proposed by the Compensation Committee and validated by the Board of Directors.
The Committee assesses, in the finest detail, the performance for each objective and each criterion.
| Achievement levels of performance | Acquisition scale (straight-line between the threshold and the maximum) | ||||||
|---|---|---|---|---|---|---|---|
| Performance criteria | Weight | Threshold* | Target | Maximum | Threshold* | Target | Maximum |
|
Organic growth of the Groupe’s revenue |
|||||||
|
Organic growth of the Groupe’s revenue based on the Objective validated by the Board of Directors in March 2026 |
40% |
Objective -x bp(1) |
Objective(1) |
Objective +y bp(1) |
80% |
100% |
162.5% |
|
Operating margin |
|||||||
|
Groupe operating margin based on the Objective validated by the Board of Directors in March 2026 |
40% |
Objective -x’ bp(2) |
Objective(2) |
Objective +y’ bp(2) |
80% |
100% |
162.5% |
|
CSR – the assessment of the progress of the CSR policy is carried out with regard to the following priorities: |
20% |
|
|
|
|
|
|
|
Impact & equity: around 46.7% women in the most important Executive Committees, excluding the United States, at the end of 2026 |
10% |
N/A |
2026 Objective |
N/A |
N/A |
100% |
N/A |
|
combating climate change: the trajectory aims for 100% of energy from direct renewable sources by 2030 with an indicative checkpoint of 85% at the end of 2026 |
10% |
N/A |
2026 Objective |
N/A |
N/A |
100% |
N/A |
|
TOTAL |
100% |
|
|
TOTAL |
84% |
100% |
150% |
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 Chairman 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 Chairman and Chief Executive Officer, such as, for example, a substantial change to the Groupe’s scope or the missions entrusted to Chairman 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 Chairman 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.
