Fiscal 2022 Universal Registration Document

Accordingly, on the recommendation of the Compensation Committee, the Board of Directors noted on March 31, 2022 that performance criteria had been achieved up to a level of 24.1%. This plan was significantly affected by the impact of the health crisis on the Group’s performance.

Of the 25,000 performance shares granted by the Board of Directors on April 27, 2018:

• 3,561 of his rights lapsed due to the pro rata principle applied on his departure;
• 16,283 of his rights lapsed due to the non-achievement of some of the performance conditions;
• 5,156 shares vested and were delivered on April 27, 2022.

Moreover, 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, the rights under which were frozen on December 31, 2019. The benefits from this plan are subject to the condition that the beneficiary remains within the Company at the time of retirement. However, pursuant to the requirements of French inter-ministerial circular no. 105/2004 of March 8, 2004, the plan rules stipulate that, in the event of dismissal past the age of 55, the beneficiary retains the rights established at the date of his or her departure from the Company, provided that he or she does not resume his or her professional activity.

Denis Machuel having accepted a new position with another company on July 1, 2022, his rights under this plan have lapsed.

Role of the Chairwoman and Chief Executive Officer

The Chairwoman and Chief Executive Officer represents the Board. She organizes and directs its work, and reports to the shareholders at the Shareholders Meeting. She represents the Board in matters concerning third parties such as employee representatives, Statutory Auditors or shareholders.

The Chairwoman and Chief Executive Officer oversees the functioning of the Company’s Corporate Governance structures and, in particular, ensures that the Board members are able to fulfill their duties.

The Chairwoman and Chief Executive Officer has the broadest powers to act on behalf of the Company in all circumstances and exercises those powers within the scope of the corporate purpose and subject to the powers granted expressly by the law to Shareholders Meetings and to the Board of Directors. As such, the Group’s operational and functional teams report to her.

The Chairwoman and Chief Executive Officer represents the Company in its dealings with third parties.

Limitations on the powers of the Chairwoman and Chief Executive Officer

The limitations on the powers of the Chairwoman and Chief Executive Officer are provided for in the appendix to the Internal Rules of the Board of Directors.

The Chairwoman and Chief Executive Officer is required to obtain the prior consent of the Board to grant any guarantee insofar as they meet the following conditions:

• term greater than 15 years, regardless of the amount;
• term between 10 and 15 years and amount greater than 15 million euros;
• term between 5 and 10 years and amount greater than 30 million euros;
• term less than 5 years and amount greater than 50 million euros.

However, the prior consent of the Board is not required where the amount is less than or equal to 100 million euros and the termless than 25 years, provided it has been pre-approved by the Chairperson of the Audit Committee.

The total amount for which the Chairwoman and Chief Executive Officer may grant any guarantee between Board meetings is limited to 150 million euros.

The Chairwoman and Chief Executive Officer must also obtain prior consent from the Board of Directors to commit the Company beyond certain amounts as follows:

• for acquisitions of interests in companies for more than 100 million euros per transaction (enterprise value);
• for disposals of shares in companies for more than 20 million euros (enterprise value) per transaction;
• for setting up new financing for additional medium and long-term financial debt of more than 100 million euros.

Role and resources of the Lead Director

The powers entrusted to the Lead Director and the resources made available to him are provided for in article 9.2 of the Internal Rules of the Board of Directors. The main elements are described below.

The main duty of the Lead Director is to ensure that the Company’s governance bodies function effectively, and more specifically:

• he is consulted by the Chairwoman regarding the agenda for each meeting of the Board of Directors and regarding the schedule of meetings, and may call a meeting of the Board of Directors on a specific agenda;
• he oversees the communication between the independent directors and the other members of the Board of Directors, and the quality of the information provided to the directors;
• at least once per year, he convenes the members of the Board of Directors without the executive directors and directors representing employees (“executive session”). He chairs these meetings, organizes and moderates the deliberations and reports on them to the Chairwoman;
• he brings to the attention of the Chairwoman and the Board of Directors any conflicts of interest that he would have identified;
• he, in coordination with the Chairwoman, is the Board’s spokesperson on matters of governance to investors and shareholders. He raises queries from shareholders on governance matters to the Board;
• he reports to the Board of Directors on the performance of his duties once per year;
• during Shareholders Meetings, he may be invited by the Chairwoman to report on his activities.

In order to perform the duties assigned to him, the Lead Director:

• has access to all documents and information that he deems necessary for the performance of his duties. In the course of exercising his powers, he may ask for external technical studies to be carried out at the expense of the Company;
• is kept regularly informed of the Company’s activities. He may also, at his own request and after having informed the Chairwoman, meet with the operational and functional executives;
• may ask to attend the meetings of the Committees of which he is not a member, by agreement with the Chairperson of the Committee in question;
• is associated with the work of the Nominating Committee and/or the Compensation Committee even though he has not been appointed by the Board of Directors as a member of these Committees. As such, he oversees the process of assessment of the Board of Directors and reports on this assessment to the Board of Directors.