EXEL Industries // 2020 Universal registration document

Report on Corporate Governance 7

Remuneration of the Company’s corporate o ffi cers

7.3.2 Committee of Top Managers

As of the date of publication of this Universal Registration Document, the Committee of Top Managers is composed of the Chief Executive O ffi cers of the Group’s main activities or companies as well as the Group’s main functional managers.

Remuneration of the Company’s corporate o ffi cers

7.4

Pursuant to law No. 2016-1691 of December 9, 2016, known as Sapin 2, the principles and criteria for determining, distributing and awarding the fi xed, variable and exceptional components of the total remuneration and bene fi ts of any kind attributable to the Chairman of the Board of Directors, the Chief Executive O ffi cer and the Deputy Chief Executive O ffi cers of the Company in respect of their respective o ffi ces are submitted to the vote of the shareholders.

This section takes into account the provisions of law No. 2019-486 relating to the growth and transformation of companies, known as the Pacte lawand the government order of November 27, 2019 on the remuneration of corporate o ffi cers of listed companies. It describes the remuneration of the corporate o ffi cers of EXEL Industries SA. The remuneration policy for executive corporate officers was approved by 97.16% of the votes at the Annual General Meeting of March 12, 2020 (7 th resolution).

Remuneration policy for corporate o ffi cers ( ex-ante vote)

7.4.1

Remuneration policy for members of Ƥ the Board of Directors

Remuneration policy for executive corporate o ffi cers

7.4.1.1

7.4.1.3

Directors of the Company receive remuneration for their office (formerly “directors’ fees”). The maximum overall amount of the remuneration package to be distributed among the directors is authorized by the shareholders’ Annual General Meeting on the proposal of the Board of Directors. Exceptional remuneration may be allocated by the Board of Directors for assignments or o ffi ces entrusted to members of the Board of Directors. No exceptional assignments were carried out in 2019/2020. The shareholders’ Annual General Meeting of March 12, 2020 set the total amount of directors’ remuneration at €120,000. It will not change for the 2020/2021 fi scal year. For the 2020/2021 fi scal year, the directors’ remuneration will be allocated on an identical basis to that of 2019/2020:  director: annual fl at rate of €16,000;  participation in a Committee: annual fl at rate of €4,000;  chairmanship of a Committee: annual fl at rate of €8,000. Remuneration policy for the Chairman of the Board of Directors The remuneration of the Chairman of the Board of Directors consists of:  fixed remuneration, determined by the Board of Directors, on the recommendation of the Remuneration and Appointments Committee, consistent with the tasks entrusted to the Chairman, his experience and market practices. This fi xed remuneration is €66,000;  remuneration for his office as director and his duties on the Remuneration and Appointments Committee (formerly directors’ fees), the allocation of which is determined in accordance with the distribution rules decided by the Board of Directors: this is the director’s fl at rate of €16,000;  the Chairman of the Board of Directors also receives bene fi ts in kind corresponding to health insurance and the provident scheme and a company car. 7.4.1.2

The remuneration policy for the Chief Executive Officer and the Deputy Chief Executive officers for the 2020/2021 fiscal year is described in this section. It will be submitted for approval to the shareholders’ Ordinary General Meeting to approve the financial statements for the fi scal year ended on September 30, 2020. The remuneration paid to executive corporate o ffi cers includes a fi xed portion, a variable portion and bene fi ts in kind. The fi xed portion is determined by taking into account the complexity of the assignments and the skills and experience required to perform these duties. The Remuneration and Appointments Committee and the Board of Directors regularly examine changes in the fi xed remuneration of the executive o ffi cers on the basis of the scope and performance of each of them. The calculation of the variable part of the remunerationwas reviewed in September 2020 by the Board of Directors, on the recommendation of the Remuneration and Appointments Committee, in order to partly index the variable portion on the variation in Operating Cash Flow Before Tax of the Group and/or the activities managed and partly on the achievement of individual objectives for each executive o ffi cer. The variable portion linked to changes in Operating Cash Flow Before Tax varies depending on the result achieved, within a range of between 0% and 150% of the fi nancial amount at stake for each executive. The individual portion of the variable remuneration varies depending on the achievement, as assessed, of the objectives, within a range of between 0% and 130% of the fi nancial amount at stake for each executive. For the Chief Executive O ffi cer, the range is between 0% and 250%. Theweighting for each executive between the variable portion linked to changes in Operating Cash Flow Before Tax and that related to the achievement of individual objectives varies according to his responsibilities within the Group; two weightings are used:  50% Operating Cash Flow Before Tax/50% individual fi nancial and non- fi nancial objectives for an executive in charge of an activity and for the Chief Executive O ffi cer;

EXEL Industries group I 2020 Universal Registration Document

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