Universal Registration Document 2025

3.1.2.7 Directors’ independence

The Board of Directors uses all the criteria proposed by the Afep-Medef Code to assess the independence of its members.

Directors’ independence
Criterion 1: Employee corporate officer within the previous five years	Not to be or not to have been within the previous five years: an employee or an executive officer of the Company; an employee, executive officer or director of a company consolidated within the corporation; an employee, executive officer or director of the Company’s parent company or a company consolidated within this parent company.
Criterion 2: Cross-directorships	Not to be an executive officer of a company in which the corporation holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the corporation (currently in office or having held such office within the last five years) holds a directorship.
Criterion 3: Significant business relationships	Not to be a client, supplier, commercial banker, investment banker or consultant (and not to be directly or indirectly linked to such persons): that is significant to the corporation or its group; or for which the corporation or its group represents a significant part of its activity.
Criterion 4: Family ties	Not to be related by close family ties to a corporate officer.
Criterion 5: Statutory auditor	Not to have been a Statutory Auditor of the corporation within the previous five years.
Criterion 6: Period of office exceeding 12 years	Not to have been a director of the Company for more than 12 years. Loss of the status of independent director occurs on the date of the twelfth anniversary.
Criterion 7: Status of non-executive officer	A non-executive officer cannot be considered independent if he or she received variable compensation in cash or in the form of securities, or any compensation linked to the performance of the corporation or Groupe.
Criterion 8: Status of the major shareholder	Directors representing major shareholders of the corporation or its parent company may be considered independent, provided these shareholders do not take part in the control of the corporation. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nominating Committee, systematically reviews the qualification as independent, taking into account the composition of the Company’s capital and the existence of a potential conflict of interest.

/ Situation of the Directors* as of December 31, 2025 with regard to the independence criteria of the Afep-Medef Code

(the criterion is considered met when it is identified by ✔ and not met when it is identified by X)

Situation of the Directors* as of December 31, 2025 with regard to the independence criteria of the Afep-Medef Code
	Employee corporate officer during the last 5 years	Cross-directorships	Significant business relationships	Family ties	Statutory auditor during the last 5 years	Period of office exceeding 12 years	Status of non-executive officer	Status of the major shareholder	Qualification applied by the Board
Arthur Sadoun Chairman and Chief Executive Officer	Arthur Sadoun Chairman and Chief Executive Officer Employee corporate officer during the last 5 years X	Arthur Sadoun Chairman and Chief Executive Officer Cross-directorships ✔	Arthur Sadoun Chairman and Chief Executive Officer Significant business relationships ✔	Arthur Sadoun Chairman and Chief Executive Officer Family ties ✔	Arthur Sadoun Chairman and Chief Executive Officer Statutory auditor during the last 5 years ✔	Arthur Sadoun Chairman and Chief Executive Officer Period of office exceeding 12 years ✔	Arthur Sadoun Chairman and Chief Executive Officer Status of non-executive officer ✔	Arthur Sadoun Chairman and Chief Executive Officer Status of the major shareholder ✔	Arthur Sadoun Chairman and Chief Executive Officer Qualification applied by the Board Not independent
Élisabeth Badinter, Vice-Chair	Élisabeth Badinter, Vice-Chair Employee corporate officer during the last 5 years ✔	Élisabeth Badinter, Vice-Chair Cross-directorships ✔	Élisabeth Badinter, Vice-Chair Significant business relationships ✔	Élisabeth Badinter, Vice-Chair Family ties X	Élisabeth Badinter, Vice-Chair Statutory auditor during the last 5 years ✔	Élisabeth Badinter, Vice-Chair Period of office exceeding 12 years X	Élisabeth Badinter, Vice-Chair Status of non-executive officer ✔	Élisabeth Badinter, Vice-Chair Status of the major shareholder X	Élisabeth Badinter, Vice-Chair Qualification applied by the Board Not independent
Simon Badinter	Simon Badinter Employee corporate officer during the last 5 years ✔	Simon Badinter Cross-directorships ✔	Simon Badinter Significant business relationships ✔	Simon Badinter Family ties X	Simon Badinter Statutory auditor during the last 5 years ✔	Simon Badinter Period of office exceeding 12 years X	Simon Badinter Status of non-executive officer ✔	Simon Badinter Status of the major shareholder ✔	Simon Badinter Qualification applied by the Board Not independent
Jean Charest	Jean Charest Employee corporate officer during the last 5 years ✔	Jean Charest Cross-directorships ✔	Jean Charest Significant business relationships ✔	Jean Charest Family ties ✔	Jean Charest Statutory auditor during the last 5 years ✔	Jean Charest Period of office exceeding 12 years X	Jean Charest Status of non-executive officer ✔	Jean Charest Status of the major shareholder ✔	Jean Charest Qualification applied by the Board Not independent
Sophie Dulac	Sophie Dulac Employee corporate officer during the last 5 years ✔	Sophie Dulac Cross-directorships ✔	Sophie Dulac Significant business relationships ✔	Sophie Dulac Family ties X	Sophie Dulac Statutory auditor during the last 5 years ✔	Sophie Dulac Period of office exceeding 12 years X	Sophie Dulac Status of non-executive officer ✔	Sophie Dulac Status of the major shareholder ✔	Sophie Dulac Qualification applied by the Board Not independent
Thomas H. Glocer	Thomas H. Glocer Employee corporate officer during the last 5 years ✔	Thomas H. Glocer Cross-directorships ✔	Thomas H. Glocer Significant business relationships ✔	Thomas H. Glocer Family ties ✔	Thomas H. Glocer Statutory auditor during the last 5 years ✔	Thomas H. Glocer Period of office exceeding 12 years ✔	Thomas H. Glocer Status of non-executive officer ✔	Thomas H. Glocer Status of the major shareholder ✔	Thomas H. Glocer Qualification applied by the Board Independent
Marie-Josée Kravis	Marie-Josée Kravis Employee corporate officer during the last 5 years ✔	Marie-Josée Kravis Cross-directorships ✔	Marie-Josée Kravis Significant business relationships ✔	Marie-Josée Kravis Family ties ✔	Marie-Josée Kravis Statutory auditor during the last 5 years ✔	Marie-Josée Kravis Period of office exceeding 12 years X	Marie-Josée Kravis Status of non-executive officer ✔	Marie-Josée Kravis Status of the major shareholder ✔	Marie-Josée Kravis Qualification applied by the Board Independent
André Kudelski	André Kudelski Employee corporate officer during the last 5 years ✔	André Kudelski Cross-directorships ✔	André Kudelski Significant business relationships ✔	André Kudelski Family ties ✔	André Kudelski Statutory auditor during the last 5 years ✔	André Kudelski Period of office exceeding 12 years ✔	André Kudelski Status of non-executive officer ✔	André Kudelski Status of the major shareholder ✔	André Kudelski Qualification applied by the Board Independent
Suzan LeVine	Suzan LeVine Employee corporate officer during the last 5 years ✔	Suzan LeVine Cross-directorships ✔	Suzan LeVine Significant business relationships ✔	Suzan LeVine Family ties ✔	Suzan LeVine Statutory auditor during the last 5 years ✔	Suzan LeVine Period of office exceeding 12 years ✔	Suzan LeVine Status of non-executive officer ✔	Suzan LeVine Status of the major shareholder ✔	Suzan LeVine Qualification applied by the Board Independent
Antonella Mei-Pochtler	Antonella Mei-Pochtler Employee corporate officer during the last 5 years ✔	Antonella Mei-Pochtler Cross-directorships ✔	Antonella Mei-Pochtler Significant business relationships ✔	Antonella Mei-Pochtler Family ties ✔	Antonella Mei-Pochtler Statutory auditor during the last 5 years ✔	Antonella Mei-Pochtler Period of office exceeding 12 years ✔	Antonella Mei-Pochtler Status of non-executive officer ✔	Antonella Mei-Pochtler Status of the major shareholder ✔	Antonella Mei-Pochtler Qualification applied by the Board Independent
Tidjane Thiam	Tidjane Thiam Employee corporate officer during the last 5 years ✔	Tidjane Thiam Cross-directorships ✔	Tidjane Thiam Significant business relationships ✔	Tidjane Thiam Family ties ✔	Tidjane Thiam Statutory auditor during the last 5 years ✔	Tidjane Thiam Period of office exceeding 12 years ✔	Tidjane Thiam Status of non-executive officer ✔	Tidjane Thiam Status of the major shareholder ✔	Tidjane Thiam Qualification applied by the Board Independent