EXEL Industries // 2020 Universal registration document

Report on Corporate Governance

Remuneration of the Company’s corporate o ffi cers

In view of the fact that executive corporate officers do not have an employment contract, they bene fi t from health insurance and provident insurance, in the same way as Group employees. Eligible Deputy Chief Executive O ffi cers benefit from a social security regime for company managers called the Garantie Sociale des Chefs d’Entreprise (GSC). They also bene fi t from the provision of a company car.

 30% Operating Cash Flow Before Tax/70% individual fi nancial and non-financial objectives for the other Senior Executives of the Group holding company. Individual objectives include a CSR objective. The target variable remuneration for Yves BELEGAUD is €90,000, which may vary between €0 and €180,000. The target variable remuneration for Marc BALLU is €60,000, which may vary between €0 and €84,000; for Cyril BALLU, it is €24,000, which may vary between €0 and €32,640; for Daniel TRAGUS, it is €65,000, which may vary between €0 and €88,400. The application of the remuneration policy may be waived if the waiver is temporary, subject to the occurrence of exceptional circumstances, in line with the corporate interest and necessary to guarantee the Group’s sustainability. It should be noted that the Company does not grant its executive corporate o ffi cers:  stock subscription or purchase options;

Appointment of a new executive officer Ƥ or departure of an officer

7.4.1.4

In the event of the appointment of a new Chief Executive O ffi cer or Deputy Chief Executive Officer, the Board of Directors, on the recommendation of the Remuneration andAppointments Committee, will determine the fi xed and variable components and the criteria for variable remuneration in accordance with the individual’s situation. If necessary, any changes to the remuneration policywill be submitted to the next Annual General Meeting for approval. In the event of the departure of the Chief Executive O ffi cer or a Deputy Chief Executive O ffi cer, the fi xed portion of the remuneration will be paid on a pro rata basis; the annual variable portion will also be paid on a pro rata basis and based on the achievement of the objectives set by the remuneration policy.

 performance shares;  severance payment;  supplementary pensions.

7.4.2 Remuneration of corporate officers paid or allocated during Ƥ the Ƥ 2019/2020 fiscal year ( ex-post vote)

In accordance with Article L.22-10-34 (formerly Article L225-100) III of the French Commercial Code, the following components of the remuneration paid or awarded to corporate o ffi cers for the 2019/2020 fi scal year are submitted to the vote of the shareholders. It is speci fi ed that the payment of the variable remuneration of the executive corporate o ffi cers is subject to its approval by the shareholders at the Annual General Meeting of February 9, 2021.

Remuneration of members of Ƥ the Ƥ Board of Directors

7.4.2.1

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The table below shows the remuneration awarded and paid to directors by EXEL Industries SA and by any Group company in application of the remuneration policy voted in March 2020. The amounts awarded correspond to the amounts paid because there is no gap between the allocation and payment of directors’ remuneration.

Amounts paid during the 2018/2019 fiscal year

Amounts paid during the 2019/2020 fiscal year

Members of the Board of Directors

Patrick BALLU – Chairman of the Board of Directors Remuneration of the o ffi ce

€16,000

€16,000

Fixed remuneration

€66,000

€66,000

Bene fi ts in kind

€2,661

€2,661

EXEL SAS, represented by Marie-Pierre DU CRAY SIRIEIX Remuneration of the o ffi ce

€16,000

€16,000

Pascale AUGER Remuneration of the o ffi ce

€28,000

€28,000

Jump’Time SAS represented by Claude LOPEZ Remuneration of the o ffi ce

€28,000

€28,000

TOTAL

€156,661

€156,661

EXEL Industries group I 2020 Universal Registration Document

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