As every year, the shareholders convened at the General Shareholders’ Meeting will have to vote on resolutions concerning the compensation of Corporate Officers.
Pursuant to Article L.22-10-8 of the French Commercial Code, you are asked to approve the compensation policy applicable in 2026 to Corporate Officers (“ex ante” vote).
To this end, two resolutions are presented for the approval of the compensation policy applicable, respectively, to Directors (tenth resolution) and to the Chairman and Chief Executive Officer (ninth resolution).
The 2026 compensation policy for Corporate Officers is presented in detail in the 2025 Universal Registration Document, chapter 3 (sections 3.2.2.1 and 3.2.3.1), to which reference is made.
| Director | Committee member | Committee Chair (additional compensation for the chaired committee) | Lead Director | |
|---|---|---|---|---|
| Annual fixed compensation | Annual fixed compensation Director €10,000 |
Annual fixed compensation Committee member - |
Annual fixed compensation Committee Chair (additional compensation for the chaired committee) +€7,500 |
Annual fixed compensation Lead Director +€30,000 |
| Compensation paid per meeting | Compensation paid per meeting Director €6,000 |
Compensation paid per meeting Committee member €6,000 |
Compensation paid per meeting Committee Chair (additional compensation for the chaired committee) +€1,500 |
Compensation paid per meeting Lead Director
|
Under this compensation policy, each Director would receive annual fixed compensation of euro 10,000 and euro 6,000 for each Board meeting attended. The Lead Director would also receive a complementary fixed compensation of euro 30,000. A Director who also participates in a Committee would receive euro 6,000 for each Committee meeting attended. A director that is also Chair of a Committee would receive fixed compensation of euro 10,000, increased by euro 7,500 for chairing a Committee, and compensation per meeting of euro 6,000 increased by euro 1,500 for attendance at the Committee meeting he or she chairs and euro 6,000 per Board meeting or any other Committee meeting he or she attends.
The annual budget for Directors, amounting to euro 1.7 million, as well as the structure of Directors’ compensation remain unchanged.
The fixed compensation of Directors who are not already in office on January 1, 2026 will be calculated on a pro rata temporis basis, where applicable, depending on the start or end date of their term of office.
Executive sessions and written consultations are not compensated, nor is participation as a guest in a Committee of which the Director is not a member.
On the recommendation of the Compensation Committee, the Board of Directors proposes to increase the Chairman and Chief Executive Officer’s annual fixed compensation, unchanged since 2022, by 20%, to €1,404,000 from January 1, 2026. The compensation structure and the performance criteria applicable to variable compensation remain unchanged. The performance criteria are all quantifiable, measurable, set in advance and validated by the Board of Directors on the basis of a clear and predetermined scale.
The proposal to increase the annual fixed compensation is based on an in-depth analysis of market practices, both within a panel of comparable CAC 40 (*) companies and amongst the Groupe’s leading international competitors.
With respect to the French market, the comparative analysis carried out by the Committee shows that the Chairman and Chief Executive Officer’s fixed compensation remains below the standards observed. The proposed adjustment would maintain a compensation structure that is predominantly variable, with fixed compensation representing less than 17% of total target compensation, and would reposition the Chairman and Chief Executive Officer’s fixed compensation between the median and the third quartile of the peer group.
