Fiscal 2022 Universal Registration Document

8 COMBINED SHAREHOLDERS' MEETING OF DECEMBER 19, 2022

Thirteenth resolution: Approval of the compensation policy applicable to the directors for Fiscal 2023
Purpose

In the thirteenth resolution, in accordance with article L.22-10-8 I of the French Commercial Code, shareholders are invited to approve the policy for allocating the directors’ compensation approved by the Board of Directors.

This policy applies since March 1, 2022 and will apply until the approval of a new compensation policy by the Shareholders Meeting.

The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in the Board of Directors’ Corporate Governance Report provided in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.

Thirteenth resolution
(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS)

Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings and in accordance with article L.22-10-8 I of the French Commercial Code, approves the compensation policy applicable to the directors for Fiscal 2023, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and detailed in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.

Fourteenth resolutions: Approval of the compensation policy applicable to the Chairwoman and Chief Executive Officer for Fiscal 2023
Purpose

In the fourteenth resolution, in accordance with article L.22-10-8 II of the French Commercial Code, shareholders are invited to approve the compensation policy for the Chairwoman and Chief Executive Officer approved by the Board of Directors.

This policy will apply from Fiscal 2023 until the approval of a new compensation policy by the Shareholders’ Meeting. It is in line with the compensation policy applicable to the position of Chief Executive Officer for the 2022 financial year and that communicated on March 1, 2022, when the Chairwoman and Chief Executive Officer was appointed. In order to meet the demands of some of our shareholders, it also includes the compensation principles that would apply in the event of a change in governance.

The main changes proposed in the compensation policy for the Chairwoman and Chief Executive Officer for Fiscal 2023 compared to the policy implemented since March 1, 2022, are as follows:

  • the client retention rate, which is one of the key levers of the sustainable and profitable growth model for the Group, has been added to the already existing criteria for the annual bonus of the Chairwoman and Chief Executive Officer;
  • clarifications have been provided on the compensation principles that would be applicable in the event of a change in the Group's governance. Provisions have thus been indicated in the event of separation of the functions of Chairperson of the Board of Directors and Chief Executive Officer, and in the event of geographical mobility (“relocation”) of the Chief Executive Officer at the time of taking office.

The compensation policy submitted for shareholder approval is proposed by the Board of Directors based on the recommendation of the Compensation Committee and is presented in the Board of Directors’ Corporate Governance Report provided in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.

Fourteenth resolution
(APPROVAL OF THE COMPENSATION POLICY APPLICABLE TO THE CHAIRWOMAN AND CHIEF EXECUTIVE OFFICER)

Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings and in accordance with article L.22-10-8 II of the French Commercial Code, approves the compensation policy applicable to the Chairwoman and Chief Executive Officer for Fiscal 2023, as set by the Company’s Board of Directors based on the recommendation of the Compensation Committee and as described in the Corporate Governance Report drawn up in compliance with article L.225-37 of the French Commercial Code and detailed in Section 6.5.1 of this Fiscal 2022 Universal Registration Document.