Universal Registration Document Fiscal 2025

7.3.1.4 Fiscal 2026 compensation policy for directors

Structure of the compensation

Directors receive fixed and variable compensation, as well as a flat-rate travel allowance for directors residing in North America.

Directors are not eligible for any long-term compensation, supplemental pension plans, or any indemnities or benefits related to any change in their duties, new duties or a removal from office.

As stated above, the Chairwoman of the Board does not receive any compensation for her directorship.

The compensation policy for directors is designed to compensate their contribution during meetings of the Board of Directors and specialized Board Committees, without encouraging an excessive number of meetings.

The total amount of annual compensation for directors was set at 1.3 million euros for Fiscal 2024 at the Annual Shareholders Meeting held on December 15, 2023. This total amount will remain in effect for Fiscal 2026 and until a new resolution providing for a new amount is adopted at an Annual Shareholders Meeting.

For Fiscal 2025, 88% of this total amount was utilized.

The procedures for allocating directors' fixed and variable compensation have been decided by the Board of Directors for Fiscal 2026 and have remained unchanged since Fiscal 2022. However, these procedures may be adjusted by the Board of Directors in the event of changes in the Board's composition or to take into account an increase in workload or responsibilities.

Fixed compensation

The procedures for allocating the overall amount of compensation between the individual directors are determined by the Board of Directors, on the recommendation of the Compensation Committee.

Each director receives annual fixed compensation of 20,000 euros, with an additional 30,000 euros for the Lead Director. Members of the Audit Committee receive 8,000 euros, and members of the other specialized Board Committees receive 6,000 euros.

A further annual fixed amount of 22,500 euros is allocated to the Chair of each of the Board Committees, except for the Chair of the Audit Committee, who receives 25,000 euros.

The fixed portion of directors' compensation is calculated proportionately to the time served on the Board by each director during a given fiscal year.

Variable compensation

Directors' variable compensation amounts to 4,500 euros per attendance at Board meetings, and 3,000 euros per attendance at meetings of a specialized Committee of which they are a member, except for meetings of the Audit Committee, for which the amount per attendance is 3,500 euros.

This compensation is not awarded for Board meetings that take place by way of written consultation, as permitted by the applicable regulations.

Where appropriate, the Board of Directors may decide to compensate directors for attendance at any Board meetings held in addition to those initially scheduled, within the limits of the overall amount of directors' compensation.

Flat-rate travel allowance

The Board of Directors, on the recommendation of the Compensation Committee, has decided to increase to 4,500 euros the flat-rate travel allowance for directors residing in North America. This allowance is paid for every Board meeting that these directors effectively attend.