Universal Registration Document - Fiscal 2024

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

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

The Chairwoman and CEO 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;
• he 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 may have identified;
• in coordination with the Chairwoman, he 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;
• is involved in the work of the Nominating Committee and the Compensation Committee, whether or not he is 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.

Lead Director’s activity report

In 2024, Luc Messier supervised the internal assessment of the work of the Board of Directors and its Committees (see below - Evaluation of the functioning of the Board of Directors).

Prior to the convening of meetings of the Board of Directors, Luc Messier was consulted on the agendas at his regular meetings with the Chairwoman and CEO.

Luc Messier is a member of the Audit Committee, the Nominating Committee and the Sustainability Committee. He has also attended the meetings of the Compensation Committee, the only Committee of which he is not a member.

He organized an executive session following a Board meeting at which management and directors representing employees were not present.

Luc Messier has been consulted for the development of a governance and corporate responsibility training plan for directors (see Induction and training of directors below) with a session dedicated to climate topics, a session dedicated to ethics and a session dedicated to cyber security.

He also monitored the actions resulting from the evaluation of the Board of Directors and the Committees. As part of this process, and in line with the expectations expressed by directors during the Board assessment process, the Lead Director, together with the Chairwoman and CEO, supervised the organization of the Board strategy seminar (see Induction and training of directors below).

He chaired the Board whenever the Chairwoman and CEO was unable to do so for reasons of governance.

In connection with the sale of Sofinsod to Bellon SA, Luc Messier was appointed as Chairman of the ad hoc Committee. He attended the various meetings of the ad hoc Committee, as well as meetings with internal and external experts, including the independent financial expert. In his capacity as Lead Director, he organized the Board of Directors’ discussions on the sale of Sofinsod when the Chairwoman and CEO was unable to take part for governance reasons.

Lastly, he maintained a dialogue between the directors and, as appropriate, transmitted to the Chairwoman and CEO any request or question arising from these discussions. In accordance with the Internal Rules, the Lead Director, Luc Messier, presented a report to the Board of Directors on his activities in 2024. As part of the annual evaluation process, the directors were asked to comment on the quality of the Lead Director's work and to assess the quality and content of his contribution. They expressed their full satisfaction.

Operating procedures of the Board of Directors – Internal Rules

In addition to the Company’s bylaws, the Board of Directors is governed by the Board’s Internal Rules, which notably set out the Board’s mission, the minimum and maximum number of Board members, the rules of the Directors’ charter, the minimum number of Board meetings and the rules for allocating directors’ compensation. The Internal Rules also define the criteria for assessing the performance of the Board, the limits to the powers of the Chief Executive Officer, and the policy for issuing guarantees.

The Internal Rules are regularly reviewed by the Board of Directors and comply with the AFEP-MEDEF Code as revised in December 2022. The Internal Rules were revised in June 2024, to anticipate the evolution of sustainability reporting and to incorporate the Sustainability Committee.