Purpose
In the eleventh resolution, shareholders are invited to approve the information relating in particular to compensation paid during or awarded for Fiscal 2023 to the Company’s Corporate Officers and directors.
All of these components were determined by the Board of Directors based on the recommendations of the Compensation Committee and are detailed in the Board of Directors’ Corporate Governance Report provided in Section 7.4 of this Fiscal 2023 Universal Registration Document.
(APPROVAL OF THE INFORMATION RELATED TO COMPENSATION OF CORPORATE OFFICERS AND DIRECTORS, AS REFERRED TO IN ARTICLE L.22-10-9 I OF THE FRENCH COMMERCIAL CODE)
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.22-10-34 I of the French Commercial Code, approves the information referred to in article L.22-10-9 I of the French Commercial Code, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in Section 7.4 of this Fiscal 2023 Universal Registration Document.
Purpose
In the twelfth resolution, shareholders are invited to increase the maximum total annual envelope for directors’ compensation.
Set at 1.2 million euros at the Combined Annual Shareholders Meeting of December 19, 2022, it is proposed to increase this amount to 1.3 million euros. This new maximum annual amount would be effective from Fiscal 2024 and until such time as the Shareholders Meeting votes a new envelope.
The proposed amount corresponds to a maximum annual envelope that will not necessarily be fully used, since the compensation effectively paid takes into account the composition of the Board of Directors and its specialized Committees, as well as attendance rates. Nearly 83% of the 2022 envelope has been used in 2023.
(DETERMINATION OF THE MAXIMUM TOTAL ANNUAL ENVELOPE FOR DIRECTORS’ COMPENSATION)
Having considered the Board of Directors’ Report, the Shareholders Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders Meetings, resolves to set the maximum annual envelope for directors’ compensation for Fiscal 2024 and for subsequent fiscal years, until such time as the Shareholders Meeting makes a new decision on the matter, at 1,300,000 euros (one million three hundred thousand euros).
Purpose
In the thirteenth resolution, shareholders are invited to approve the policy for allocating the directors’ compensation approved by the Board of Directors.
This policy 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 7.4.1 of this Fiscal 2023 Universal Registration Document.
(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 II of the French Commercial Code, approves the compensation policy applicable to the directors, 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 7.4.1 of this Fiscal 2023 Universal Registration Document.
