2021 Universal Registration Document

CORPORATE GOVERNANCE

Corporate Officer remuneration

CORPORATE OFFICER REMUNERATION 4.2.

4.2.1.1

Remuneration Policy for Non-Executive

In accordance with the French Commercial Code (1) , this report of the Board of Directors details the remuneration and benefits provided to Corporate Officers for or during FY 2021, as well as the applicable Remuneration policy. At the 2022 Shareholders’ Meeting, Shareholders will be asked to vote on the following resolutions: approval of the remuneration information on Corporate ● Officers for 2021; approval of the remuneration of Pierre Vareille, Chair of the ● Board up to May 19, 2021; approval of the remuneration of John Glen, Chair of the Board ● fromMay 20, 2021; approval of the remuneration of Gonzalve Bich, Chief ● Executive Officer, for 2021; approval of the remuneration policy for the Chair of the Board ● for FY 2022; approval of the remuneration policy for Executive Corporate ● Officers for FY 2022; approval of the remuneration policy for Directors for FY 2022; ● approval of the envelope for the compensation to be allocated ● among members of the Board of Directors for 2022.

Corporate Officers and Directors Chair of the Board 4.2.1.1.1 The Chair of the Board is the only Non-Executive Corporate Officer. The remuneration policy for the Chair of the Board has a single fixed component. It is set based on market practice. The fixed annual gross remuneration of the Chair of the Board is set at 300,000 euros. It is excluded from the yearly amount of Directors’ remuneration presented below. 4.2.1.1.2 At the Shareholders’ Meeting of May 19, 2021, Shareholders set the maximum amount of Directors’ remuneration for FY 2021 at 600,000 euros. The increase compared to previous years was decided upon to allow for the compensation of the Employee Directors, and for the creation of a Lead director position during the search for a new Chair of the Board. The envelope for the FY 2022 will revert to a total of 550,000 Euros. During 2021, the Remuneration Committee worked with Willis Towers Watson on establishing a benchmark for the compensation policy for the Directors. The benchmark was established by looking at three different lenses, to take into account the composition of the Board of Directors – the first lens is that of a SBF 120 listed company, with a second lens to look at family-owned companies with family members on the Board of Directors, and the final lens introducing the notion of International Boards. The review of the benchmark data has led the Board of Directors to determine a new structure for Directors fees, fixed for the three-year period covering financial years 2022 to 2024. The new fee structure includes adjustments to Board fees to align more closely with market practices and for the Remuneration and the Nomination, Governance, and Corporate Social Responsibility Committees, to take into account the increase in responsibility and workload over the past three years. The sum continues to be allocated between the Directors based on role(s) (membership of committees etc…) and attendance. The variable part of the director’s remuneration is intended to represent the majority of their remuneration as Directors. Directors

4.2.1

REMUNERATION POLICY FOR DIRECTORS AND CORPORATE OFFICERS OF SOCIÉTÉ BIC

The remuneration policy for Corporate Officers is determined by the Board of Directors upon the recommendation of the Remuneration Committee and following the principles and criteria in the AFEP-MEDEF Code of Corporate Governance. The Remuneration policy follows the Code except in the instances discussed in Section 4.1.2.7 Summary table of the implementation of the AFEP-MEDEF Code. The Board of Directors ensures that the compensation policy is directly aligned with the Company’s overall strategy and is in line with Shareholders’ interests to support the Company’s performance and competitiveness over the medium and long-term. Social and environmental issues related to the Company’s business are also taken into account.

Articles L. 22-10-28, L. 22-10-9, L. 22-10-34 and R. 22-10-14 in particular. (1)

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