2021 Universal Registration Document

8.2.3 Compensation of the corporate officers (8^th to 11^th resolutions)

Through the eighth and ninth resolutions, you are invited, in accordance with Article L.22-10-8 (II.) of the French Commercial Code, to approve the compensation policy for the Company’s corporate officers as set out in the Board of Directors’ report on corporate governance on pages 200 et seq. of the Universal Registration Document (ex ante vote of the shareholders).

The compensation policy specifies all the components of compensation that may be allocated to the Chairman and Chief Executive Officer (8^th resolution) and the members of the Board of Directors, excluding the Chairman and Chief Executive Officer (9^th resolution).

Subject to its approval, the main changes compared with the compensation policy of the Chairman and Chief Executive Officer approved by the General Meeting of May 11, 2021, are as follows:

• provision that if the roles of Chairman of the Board of Directors and Chief Executive Officer are separated, the compensation policy for the Chairman and Chief Executive Officer will apply mutatis mutandis to the Chief Executive Officer and, where applicable, to the Deputy Chief Executive Officer(s);

• increase of the Chairman and Chief Executive Officer’s fixed compensation;

• stricter requirement relating to long-term compensation in the event of a forced departure; and
• tightening of the Chairman and Chief Executive Officer’s termination benefits.

The compensation policy for the members of the Board of Directors (excluding the Chairman and Chief Executive Officer) approved by the General Meeting of May 11, 2021 is unchanged.

If the shareholders do not approve the 8^th and/or the 9^th resolution(s), the compensation policy approved by the General Meeting of May 11, 2021 would continue to apply for the person(s) concerned and the Board of Directors would subsequently put forward a revised compensation policy for approval at the next General Meeting.

Pursuant to the legal and regulatory provisions in force, the compensation components set in accordance with this compensation policy will be subject to an ex post vote at the 2023 General Meeting.

In the tenth and eleventh resolutions, pursuant to Article L.22-10-34 of the French Commercial Code, the shareholders are asked to approve the following (ex post vote of the shareholders):

1) the information referred to in Article L.22-10-9 (I.) of the French Commercial Code, notably including the total compensation and benefits of any kind paid during or awarded for the 2021 financial year, for all of the Company’s corporate officers for their services in this capacity, i.e., the Chairman and Chief Executive Officer and the other members of the Board of Directors (10^th resolution); and

2) the fixed, variable and exceptional components composing the total compensation and the benefits of any kind paid during or awarded for the 2021 financial year to Mr. Bertrand Dumazy, Chairman and Chief Executive Officer (11^th resolution).

This corresponds to the implementation of the compensation policy for the Chairman and Chief Executive Officer and for the members of the Board of Directors approved at the 2021 General Meeting.

In addition, the Board of Directors specifies that the revision of the quantitative target objectives for the annual variable compensation of the Chairman and Chief Executive Officer during the 2020 financial year was prompted by exceptional circumstances, namely the Covid 19 pandemic, and the resulting global social and economic destabilization. The Board of Directors confirms that this decision has contributed to the resilience shown by the Company during the 2020 financial year and has enabled it to return to growth from the second half of 2020. However, the Board of Directors takes note of the shareholders' vote on the 14^th resolution at the Combined General Meeting of May 11, 2021 and emphasizes that in the future, in case of equivalent circumstances, the Board of Directors will consider the advisability of paying the variable part of the quantitative annual objectives corresponding to the outperformance of these objectives.

Regarding point 1) above, this information is provided in the Board of Directors’ report on corporate governance, on pages 209 et seq. of the Universal Registration Document.

Regarding point 2) above, as usual, payment of the variable and exceptional components of the compensation awarded to Mr. Bertrand Dumazy, Chairman and Chief Executive Officer, for the 2021 financial year is subject to the approval, by the Combined General Meeting of May 11, 2022, of the 11^th resolution. This information is provided in the Board of Directors’ report on corporate governance, on pages 217 et seq. of the Universal Registration Document and is also set out in the table below: