Universal Registration Document - Fiscal 2023

7. Corporate governance

7.4.2.2 Compensation and benefits paid during or awarded for Fiscal 2023 to Sophie Bellon (ex post vote at the Annual Shareholders Meeting of December 15, 2023)
Compensation and benefits paid during or awarded for Fiscal 2023 to Sophie Bellon, Chairwoman and Chief Executive Officer

The fixed and variable components of the total compensation and benefits paid during or awarded for Fiscal 2023 to Sophie Bellon comply with the Fiscal 2023 compensation policy for the Chief Executive Officer detailed in the 2022 Universal Registration Document (Chapter 6, Section 6.5.1.3) and approved by the Shareholders Meeting of December 19, 2022 (fourteenth resolution, approved by 94.4% of the votes).

The compensation components paid during or awarded for Fiscal 2023 as presented below will be submitted for approval at the Annual Shareholders Meeting of December 15, 2023.

TYPE OF COMPENSATION OR BENEFITS AMOUNTS PAID DURING FISCAL 2023 AMOUNTS AWARDED FOR FISCAL 2023 OR ACCOUNTING VALUE COMMENTS
Fixed compensation

Fixed compensation

AMOUNTS

PAID DURING FISCAL 2023

€900,000

Fixed compensation

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

€900,000

Fixed compensation

COMMENTS

Pre-tax gross amount due for the fiscal year.

The fixed compensation includes compensation payable and paid for her role as Chairwoman and Chief Executive Officer.

Variable compensation

Variable compensation

AMOUNTS

PAID DURING FISCAL 2023

€587,250

Variable compensation

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

€966,195

Variable compensation

COMMENTS

Amount awarded consisting of the variable bonus due to the Chairwoman and Chief Executive Officer for Fiscal 2023 in application of the Fiscal 2023 compensation policy for the Chief Executive Officer, and payable in Fiscal 2024. Amount corresponding to 107.4% of the fixed compensation received in Fiscal 2023

As her role as Chairwoman and Chief Executive Officer began on March 1, 2022, the amount paid for Fiscal 2022 was calculated on a prorata temporis basis.

Stock options and performance shares

Stock options and performance shares

AMOUNTS

PAID DURING FISCAL 2023

N/A

Stock options and performance shares

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

€1,784,516

Stock options and performance shares

COMMENTS

On January 31, 2023, the Chairwoman and Chief Executive Officer was granted 24,500 shares valued for accounting purposes at 1,784,516 euros.

All of the shares granted are subject to performance conditions.

The vesting period is 3 years.

Directors’ compensation

Directors’ compensation

AMOUNTS

PAID DURING FISCAL 2023

N/A

Directors’ compensation

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

N/A

Directors’ compensation

COMMENTS

The Chairwoman and Chief Executive Officer does not receive any directors’ compensation.

Supplemental pension plan

Supplemental pension plan

AMOUNTS

PAID DURING FISCAL 2023

No amounts paid

Supplemental pension plan

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

No amounts awarded

Supplemental pension plan

COMMENTS

Since her appointment on March 1, 2022, the Chairwoman and Chief Executive Officer has been a beneficiary of a defined benefit pension plan governed by article 39 of the French General Tax Code and article L.137-11-2 of the French Social Security Code, set up in 2021 for the Group’s senior executives holding an employment contract with one of its French companies.

This plan grants annual rights amounting to 0.5% of fixed and variable compensation for her role as Chairwoman and Chief Executive Officer for the first five years and then 1% per year beyond five years, up to a total of 10%. The rights vest subject to an achievement rate for the Chairwoman and Chief Executive Officer’s annual variable compensation targets of at least 80%. As this condition was met for Fiscal 2023, the Chairwoman and Chief Executive Officer has acquired the right to a lifetime annuity of 9,330 euros gross per year.

Benefits in kind

Benefits in kind

AMOUNTS

PAID DURING FISCAL 2023

€1,123

Benefits in kind

AMOUNTS AWARDED FOR

FISCAL 2023 OR

ACCOUNTING VALUE

€1,123

Benefits in kind

COMMENTS

Sophie Bellon has the use of a company car.

Sophie Bellon is not eligible for any of the following types of compensation or benefits: multi-year variable compensation, exceptional compensation, non-compete indemnity or termination benefit.