EXEL industries - 2019 Universal Registration Document

Report on Corporate Governance

Remuneration and bene fi ts paid in the fi scal year to corporate o ffi cers of the Group

„ Marc BALLU, Deputy Chief Executive Officer, receives variable annual remuneration that is appropriate for his scope of personal responsibility within the Group, according to the following principles: „ Target Bonus (TB): his Target Bonus is determined in accordance with the annual Operating Cash FlowBefore Tax (OCFBT) targets (OCFBT = EBITDA + change in WCR) in their scope of personal responsibility; „ range of bonus according to the degree that the OCFBT target is achieved: an Attainable Bonus (AB) is calculated at the end of the fi scal year in accordance with the OCFBT which has been achieved. There can be a linear variation in the Attainable Bonus of between 70% and 130% of the Target Bonus. For example, if 90% of the OCFBT was achieved, the Attainable Bonus would be 90% of the Target Bonus; „ this Attainable Bonus (AB) is then weighted in accordance with the Qualitative Evaluation (QV) of the individual performance during the fi scal year. The bracket for this weighting is 0% to 100% of the Attainable Bonus (AB); „ the Bonus Paid is the result of: (AB) x (EQ); His Target Bonus is set at £42 c thousand for the 2019/2020 fi scal year and could vary between £29.4 c thousand and £54.6 c thousand. „ As the DeputyChief Executive O ffi cer, Frank BALLU, left BERTHOUD Agricole on September c 12, 2019, there is no Target Bonus. „ For the Deputy Chief Executive O ffi cer, Cyril BALLU, the Target Bonus is set at €23.5 c thousand for the 2019/2020 fiscal year weighted according to Qualitative Evaluation (QE). Exceptional remuneration of c the c executive corporate o ffi cers The executive corporate officers do not receive exceptional remuneration. 6.7.2.2.3

Principles and criteria for setting, allocating and awarding the fi xed, variable and exceptional elements comprising the total remuneration and bene fi ts of any kind that may be awarded to executive corporate o ffi cers for the 2019/2020 fi scal year

6.7.2.2

In accordance with the law No. c 2016-1691 of December c 9, 2016 (Sapin c II law) and the provisions of the new Article c L.225-37-2 of the French Commercial Code, the principles and criteria for determining, distributing and attributing the fixed, variable and exceptional components of the total remuneration and the bene fi ts of all kind attributable to the Chairman of the Board of Directors, the Chief Executive O ffi cer and Deputy Chief Executive O ffi cers of the Company for their mandate for the 2019/2020 fi scal year must be put to the vote of the shareholders at the Annual Ordinary General Meeting. Senior executive corporate officers receive fixed remuneration payments for their mandates. This is calculated by taking the complexity of the tasks, the skills and experience required for performing these mandates into account. Variable annual remuneration of c the c executive corporate o ffi cers „ The Chairman of the Board of Directors does not receive any annual variable remuneration. „ The Chief Executive O ffi cer, Guerric BALLU, left EXEL Industries on December c 17, 2019 and there is no Target Bonus. Yves BELEGAUD, who replaced him, does not receive any variable annual remuneration for 2019/2020. 6.7.2.2.2 6.7.2.2.1 Fixed annual remuneration of c the c executive corporate o ffi cers

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Stock-options, share subscription warrants (BSA) and founder share warrants (BSPCE)

6.7.2.2.4

There are no stock-option, BSA or BSCP plans.

Salary gap ratio

6.7.2.3

2017/2018 2016/2017 2015/2016 2014/2015

2018/2019

Chairman of the Board of Directors

Patrick BALLU

Ratio in terms of average remuneration

1.07

1.16

1.12

1.40

1.87

Ratio in terms of median remuneration

1.27

1.39

1.42

1.73

2.17

Chief Executive O ffi cer

Guerric BALLU

Ratio in terms of average remuneration

6.65

7.97

6.81

6.83

5.92

Ratio in terms of median remuneration

7.95

9.56

8.58

8.46

6.86

Deputy Chief Executive O ffi cer

Marc BALLU

Ratio in terms of average remuneration

5.34

5.65

5.55

6.73

6.24

Ratio in terms of median remuneration

6.39

6.77

6.98

8.34

7.23

Deputy Chief Executive O ffi cer

Franck BALLU

Ratio in terms of average remuneration

0.40

1.56

1.50

1.50

1.61

Ratio in terms of median remuneration

0.48

1.88

1.89

1.86

1.87

Deputy Chief Executive O ffi cer

Cyril BALLU

Ratio in terms of average remuneration

2.17

2.20

2.06

1.80

1.5

Ratio in terms of average remuneration

2.59

2.64

2.59

2.23

1.74

EXEL Industries Group I 2019 Universal Registration Document

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