Fiscal 2021 Universal Registration Document

Compensation of Chief Executive Officer

The Chief Executive Officer’s compensation policy is structured to achieve a balance between long and short-term performance in order to promote the Group’s development for the benefit of all of its stakeholders.

It aims at strengthening the executive officer’s motivation and retention, while aligning his interests with those of the shareholders and the social interest of the Company.

It consists of fixed compensation, remunerating the responsibilities attached to such mandate, annual variable compensation, designed to encourage the Chief Executive Officer to achieve the annual performance objectives set by the Board of Directors, and long-term compensation, granted in performance shares.

Details of compensation

For Fiscal 2021

• The fixed compensation actually paid amounts to 900,000 euro.
• The performance for Fiscal 2021 was assessed in two stages due to the exceptional health situation. Taking into account the achievement rate, the variable compensation for the year is 810,000 euro, submitted for approval at the Shareholders Meeting of December 14, 2021.
• On November 25, 2020, the Board of Directors decided to grant performance shares to the Chief Executive Officer as part of his long-term incentive policy. He thus was awarded 28,000 shares subject to performance conditions, with an IFRS value of 1,681,288.

For Fiscal 2022

• The amount of fixed compensation remains unchanged for Fiscal 2022. It will be paid on a pro rata basis from September 1 to 30, 2021, date of the end of his term of office as Chief Executive Officer.
• Board of Directors has decided to set the amount of his variable compensation for Fiscal 2022 at his target level, i.e. 100% of his fixed compensation, pro rata temporis, from September 1 to 30, 2021.
• No performance shares will be awarded to Denis Machuel for Fiscal 2022.

Pursuant to the compensation policy, the proposed financial terms of the departure of Denis Machuel include the following elements

• A reinforced non-compete agreement in order to protect the Group: new competitors have been added, in particular digital players, the duration has been extended from 2 to 3 years, and more restrictive non-solicitation conditions of the Group’s employees and clients have been imposed. In return, the amount of the non-compete indemnity was revised upwards to two years of fixed and variable compensation due for Fiscal 2021.
• In recognition of his contribution to the development of the Group, which he joined in 2007 and of which he was the Chief Executive Officer since January 2018, and of his action during the Covid-19 crisis, the Board of Directors has decided to waive the presence condition applicable to his unvested share plans and to maintain the performance shares pro rata to Denis Machuel’s actual presence within the Group.
• Denis Machuel will benefit from health insurance and life insurance for twelve months from the end of his mandate.

Summary of the compensation of the Chief Executive Officer

* If all of the applicable targets are achieved, the annual variable compensation amounts to 100% of the annual fixed compensation and may reach up to 150% if the targets are exceeded.

For more information, see Chapter 6 on Compensation.