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Compensation policy of the Chief Executive Officer for the 2023 financial year
The Board of Directors held on February 23, 2023 set, on the recommendation of the Compensation
Committee, the compensation policy of the Chief Executive Officer for the 2023 financial year
(the "2023 Chief Executive Officer Compensation Policy"), which remains unchanged compared to the 2022 compensation policy of the Chief Executive Officer, approved by 92.25% at the
Shareholders' Meeting on May 24, 2022 (the "2022 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 24, 2023 will be called upon to approve the 2023 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 2022 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 corresponds to the same level as that of the Chief Operating Officer
(Directeur des Opérations), Associate Chief Executive Officer (Directeur Général Adjoint) and
Deputy Chief Executive Officer (Directeur Général Délégué). This maximum amount remains unchanged compared to the one set in the 2022 Chief Executive Officer Compensation Policy.
In assessing the 2023 Chief Executive Officer Compensation Policy, the Board of Directors held on
February 23, 2023, on the recommendation of the Compensation Committee, decided to make adjustments to (i) one of the quantifiable criteria, the EBITDA rate, replaced by the EBIT rate, which is more relevant to the "Move Up" strategic plan and more closely monitored by the financial community (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.
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 2023:
07/19849860_6
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
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