Fiscal 2020 Universal Registration Document

No amounts paid

No amounts awarded

Since his appointment as member of the Group’s Executive Committee in September 2014 and up until December 31, 2019, Denis Machuel was a beneficiary of a defined benefit pension plan governed by article 39 of the French General Tax Code and article L.137-11-1 of the French Social Security Code, set up for the Group’s senior executives holding an employment contract with one of its French companies.Under this supplemental pension plan (subject to a minimum of five years of presence in the plan), as a member of the plan for at least 15 years, the pension paid could represent up to 15% of the average of his last three years’ fixed compensation preceding his retirement, to which would be added the pensions due to him under compulsory pension plans, provided that he were still a Corporate Officer of the Company at the time of his retirement.

The Board of Directors had decided that the Chief Executive Officer’s entitlements under this plan would only accrue if the achievement rate for his annual variable compensation targets was at least 80%. If this rate were to be reached, a 1% contribution to the defined benefit plan would be accrued for the year concerned. However, if the achievement rate were less than 80%, no defined benefit contribution would be accrued for that year.

The entitlements were financed and provisioned through annual charges, which were to be revalued each year, depending on new commitments and the balance of the account held by the insurer.

In order to comply with the PACTE Act and the Ordonnance of July 3, 2019 implementing the EU Pensions Portability Directive into French law, rights acquired as at December 31, 2019 were frozen at that date. The Company’s commitments under this plan amounted to 432,832 euro as at December 31, 2019.

In Fiscal 2020, the Company proposed replacing the defined benefit supplemental pension plan governed by articles 39 of the French General Tax Code and L.137-11-1 of the French Social Security Code with a plan governed by article L.137-11-2 of the French Social Security Code, which would have similar characteristics.

This proposal was included in the compensation policy approved by the shareholders at the January 21, 2020 Annual Shareholders Meeting.

However, the proposed new plan was not implemented in Fiscal 2020 because the French government circular concerning the financing of the plan had not yet been issued. Indeed, the Board of Directors considers that the absence of employee benefit plan liabilities on the Company’s balance sheet remains uncertain.

In any case, even if the plan had been implemented, the Chief Executive Officer would not have acquired any rights under the proposed plan during Fiscal 2020, as the performance criteria of achieving at least 80 % of his annual variable compensation were not met.