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Compensation policy of the Chief Executive Officer for the 2024 financial year
The Board of Directors held on March 27, 2024 set, on the recommendation of the Compensation
Committee, the compensation policy of the Chief Executive Officer in respect of the 2024 financial year (the "2024 Chief Executive Officer Compensation Policy"), which remains unchanged compared to the 2023 compensation policy of the Chief Executive Officer, approved at a rate of
96.02% by the Shareholders' Meeting of May 24, 2023 (the "2023 Chief Executive Officer
Compensation Policy"), subject to the adjustments described below.
In accordance with Article L. 22-10-8 of the French Commercial Code, the Shareholders' Meeting to be held on May 23, 2024 will be called upon to approve the 2024 Chief Executive Officer
Compensation Policy.
1. Annual fixed compensation
The (gross) annual fixed compensation of the Chief Executive Officer amounts to EUR 975,000.
This compensation remains unchanged from the 2023 Chief Executive Officer Compensation Policy.
2. Annual variable compensation
The maximum amount of the Chief Executive Officer's variable portion is 120% of his (gross) annual fixed compensation, which remains unchanged compared to the one set in the 2023 Chief Executive
Officer Compensation Policy.
In assessing the 2024 Chief Executive Officer Compensation Policy, the Board of Directors held on
February 29, 2024, on the recommendation of the Compensation Committee, decided to make adjustments to (i) one of the quantifiable criteria, the Group order intake, replaced by the net debt/EBITDA criterion, which is considered to be more relevant given the high interest rate environment and the Group's debt reduction commitments (the other quantifiable criteria remaining unchanged), and (ii) some of the qualitative sub-criteria previously used (the qualitative criteria remaining unchanged), in order to better reflect the Group's current operational and extra-financial performance objectives in connection with the Group's CSR strategy (including climate change).
The table below summarises, in a synthetic way, the quantifiable and qualitative criteria, the percentage of the (gross) annual fixed compensation related to each of the criteria as well as the maximum amount of the variable portion for 2024:
07/20667018_5
1
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Quantifiable criteria(1)
Nature of quantifiable criterion
EBIT
Maximum variable portion as a % of the Chief Executive
Officer's annual fixed compensation
18%
Free cash flow(2)
18%
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