2017 Remuneration policy for executive corporate officers

In order for the Company to comply with article L. 225-37-2 of the French Commercial Code, introduced by Law no. 2016-1691 of 9 December 2016 (Sapin 2 Law), once its shares are admitted to trading on Euronext Paris, the sole shareholder of the Company, on 16 May 2017, adopted a remuneration policy defined in accordance with the Decree no. 2017-340, subject to the aforementioned admission to trading.  That remuneration policy for executive corporate officers, which is intended both in the short and long term to ensure that the remuneration of executive corporate officers matches as closely as possible the interests of the shareholders, defines the principles and criteria for determining, distributing and allocating the fixed, variable and exceptional elements of the total remuneration and benefits of any kind attributable to them. It will apply from the date of admission of the Company’s shares to trading on Euronext Paris and will be reviewed annually by the Company’s Appointments and Remuneration Committee, which will submit its proposals to the Board of Directors. The ex post vote on the remuneration components and benefits of any kind paid or granted to executive corporate officers relating to the previous financial year, as provided for in Sapin 2 Law, will be submitted to the approval of the shareholders’ general meeting in 2018.

The Chief Executive Officer

The Chief Executive Officer will receive fixed remuneration in respect of his office which will take account of his experience and his responsibilities in defining the Group’s strategy and managing its execution. This remuneration will be reviewed by the Board every year, but, in accordance with the AFEP-MEDEF Code, it will only change over a relatively long period of time. He will also receive variable remuneration determined on the basis of quantifiable and qualitative criteria set by the Board every year on a proposal from the Appointments and Remuneration Committee. This variable part may amount to a percentage of his fixed remuneration which will constitute its target value. This target value will be equal to a maximum of 100% of the amount of his fixed remuneration. The performance criteria, whether quantifiable or qualitative, will be used to adjust this target value according to the results obtained by the Chief Executive Officer by reference to the targets set by the Board at the start of the year, generally depending on the budget for the year in question. They may be purely financial criteria or criteria relating to the accomplishment of a particular objective, for example associated with the completion of a transaction regarded by the Board as important or as a priority for the Group. Their weighting will be determined on the basis of the importance of each criterion having regard to changes in the Group’s strategic and financial challenges. In all cases, the quantifiable criteria will predominate.

Exceptional remuneration may also be allocated to him resulting in the variable part of his remuneration exceeding its target value, if justified by events. This remuneration would be assessed in the discretion of the Board on the recommendation of the Appointments and Remuneration Committee.

In respect of his office as a director, the Chief Executive Officer will receive directors’ fees in the same way as any other director of the Company, in accordance with the rules of distribution laid down by the Board of Directors, without any special supplement.

The Board of Directors may also decide that in the event of termination of his office, the Chief Executive Officer will receive a severance payment, possibly combined with a non-competition clause, under the conditions laid down by the AFEP-MEDEF Code, and submitted for the approval of the general meeting of shareholders as a related party agreement.

The Company may also decide to pay for a social protection guarantee (GSC) for the benefit of the Chief Executive Officer.

The Chief Executive Officer may also be allocated rights to shares subject to demanding performance conditions. Such allocations may only be made in proportions that comply with the decision authorising them taken by the Company’s shareholder on 11 May 2017 (namely, up to a maximum of 15% of the total allocations decided upon pursuant to that authorisation) and subject to specific lock-up conditions ensuring that the Chief Executive Officer retains interests in line with those of the Company’s shareholders.

Finally, the Chief Executive Officer will have a company car without a driver. He will be reimbursed for any expenses he may show to have been incurred in the performance of his duties. He will be eligible for the same pension scheme as all the Company’s executives and will not have the benefit of any additional defined benefits scheme.

The Chairman of the Board of Directors

In respect of his office, the Chairman of the Board of Directors will receive directors’ fees in the same way as any other director of the Company, in accordance with the rules of distribution laid down by the Board of Directors, without any special supplement.