Free translation for information purposes only
Jacques Aschenbroich's compensation policy for the financial year ending December 31, 2022
as Chairman and Chief Executive Officer, then as Chairman of the Board of Directors (as of the separation of roles on January 26, 2022)
It is noted that, in accordance with the succession plan unanimously approved by the Board of
Directors on October 27, 2020 and disclosed on the same day, Jacques Aschenbroich continues to act as Chairman of the Board of Directors, as of the separation of the roles of Chairman and Chief
Executive Officer on January 26, 2022 and until the end of his current term of office as director, i.e.
until May 2023. He is vested, in this role, with specific missions which aim to ensure a smooth transition with Christophe Périllat who succeeded Jacques Aschenbroich in the role as Chief
Executive Officer as of January 26, 2022.
The Board of Directors held on March 24, 2021 set, on the recommendation of the Compensation
Committee, the compensation policy of the Chairman of the Board of Directors in anticipation of the separation of the roles of Chairman and Chief Executive Officer planned for January 2022.This policy, as summarised below, was presented to and approved by anticipation by 98.87% at the
Shareholders' Meeting held on May 26, 2021. The Board of Directors held on February 24, 2022
set, on the recommendation of the Compensation Committee, the same compensation policy for the
Chairman of the Board of Directors in 2022, which shall remain unchanged from the compensation policy that was pre-approved by anticipation in 20211 (the "2022 Compensation Policy for the
Chairman of the Board of Directors").
In accordance with Article L. 22-10-8 of the French Commercial Code, the Shareholders' Meeting to be held on May 24, 2022 will be called upon to approve the elements of Jacques Aschenbroich's compensation policy for the financial year ending December 31, 2022 (the "2022 Compensation
Policy for Jacques Aschenbroich"), composed of (i) the applicable compensation policy in his role as Chairman and Chief Executive Officer for the period from January 1 to 26, 2022 (the "2022
Compensation Policy for the Chairman and Chief Executive Officer"), and subsequently of (ii)
the 2022 Compensation Policy for the Chairman of the Board of Directors.
1. Annual fixed compensation
As Chairman and Chief Executive Officer from January 1 to 26, 2022
The Chairman and Chief Executive Officer's (gross) annual fixed compensation amounted to EUR
1,100,000 since May 23, 2019.
This compensation remained unchanged until the end of Jacques Aschenbroich's term of office as
Chairman and Chief Executive Officer at the separation of the roles on January 26, 2022.
As Chairman of the Board of Directors as of the separation of the roles on January 26, 2022
The Chairman of the Board of Directors is entitled to an annual fixed compensation, excluding any other compensation element, in accordance with the recommendations of the AFEP-MEDEF Code.
The Board of Directors held on March 24, 2021 set, on the recommendation of the Compensation
Committee, Jacques Aschenbroich's annual fixed compensation for his role as Chairman of the
Board of Directors after the separation of the roles, taking into consideration the following elements:
1
With a clarification added to the benefits in kind granted to the Chairman of the Board of Directors (coverage under the collective and mandatory health, death, and disability plan) see point 5 below.
07/19011277_51
Free translation for information purposes only
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