Proposal for the appointment of Mr. Benjamin Badinter
It is specified that Mrs. Élisabeth Badinter, Mrs. Sophie Dulac, as well as Mr. Simon Badinter abstained from participating in the debates and the vote on the proposed appointment of Mr. Benjamin Badinter, given their family ties with him.
The proposed appointment of Mr. Benjamin Badinter, son of Mrs. Élisabeth Badinter, is consistent with the Groupe’s approach to governance, which aims to uphold the Groupe’s founding values, in the interests of employees, shareholders and all stakeholders. He also has extensive experience in the advertising and media sector, as well as in-depth knowledge of the Groupe in his capacity as Chairman of the Board of Directors of Métrobus. Since 2002, he has managed MediaVision, France’s leading advertising agency in the cinema advertising market.
Proposal to renew the term of office of Mr. Tidjane Thiam
The shareholders will be asked to renew their confidence in Mr. Tidjane Thiam as an independent Director.
The biography and skills of Mr. Tidjane Thiam are provided in Section 3.1.2.3 of this document.
Mr. Tidjane Thiam brings to the Board recognized expertise in finance, governance and risk management, acquired during a distinguished international career in both the private and public sectors. He has a strong track record in developing and leading major projects that have made a positive contribution to the economy and society, as well as extensive knowledge of the Asian and African markets.
His experience within major financial institutions and international organizations is a major asset to the Board, particularly in assessing the Groupe’s strategic issues and investment decisions, to which he has made a valuable contribution through the quality of his analysis and judgment in the conduct of transactions.
Member of the Audit and Financial Risks Committee as well as the Strategic, Environmental and Social Committee, Mr. Tidjane Thiam actively contributes to the work of the Board through his critical thinking, his independent judgment and his involvement in the Groupe’s strategic discussions.
The renewal of his term of office would allow the Board to continue to benefit from his expertise and insights, which are essential to its work, and thus contributes to the Groupe’s long-term governance and quality.
/ Composition of the Board of Directors following the General Shareholders’ Meeting of May 27, 2026, subject to shareholder approval
| 13 MEMBERSof which 2 Directors representing the employees | ||
|---|---|---|
|
Gender parity*45% |
Independent Directors**45.45%see Section 3.1.6 for the ‘apply or explain’ rule |
|
|
Average length of term of office***8 yars |
Average age64 years |
International****64% |
