FFP_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE

Excerpts from the Articles of Association related to corporate governance

Evaluation of the effectiveness of the Board of Directors

2.4

In accordance with its Internal Rules, the Board conducts an annual evaluation of its organisation and its operating procedures. The Board evaluation was conducted by an external firm, which presented a summary of the results of the evaluation at the meeting of the Board on 6 July 2017. It found that all the directors were satisfied with the number of meetings, the quality of the Board’s papers and the points dealt with during meetings, and compliance with governance principles. The following points for improvement were also raised: O recruit an independent director with experience in new technologies/disruption; O hold a strategy seminar every 18 to 24 months with the Company’s management team;

O present a portfolio review annually to the Investments and Shareholdings Committee and then to the Board of Directors; O arrange for an annual executive session not attended by the Company’s Chairman and Chief Executive Officer; O improve the risk mapping; and O raise the level above which the Board has to approve investments presented by the Company’s management team. All these points for improvement were taken into consideration. To this end, the proposal at the Annual General Meeting of 17 May 2018 is for shareholders to appoint Anne Lange as an independent director. She possesses expertise in innovation and digital technology, which she gained over 20 years in both the private and public sector.

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Excerpts from the Articles of Association related to corporate governance

2.5

Administration (Article 9 of the Articles of Association) The Company is administered by a Board of Directors with between 3 and 12 members, subject to the exception provided for in the event of a merger. Throughout his/her term in office, each director must hold at least ten qualifying shares. Directors are appointed for a term in office of four years. The number of individuals and permanent representatives of legal entities aged over 75 May not account for more than one-third of the directors in office, with this proportion being assessed and taking effect at each annual Ordinary General Meeting. Should this upper limit be breached and unless a sufficient number of directors aged over 75 resign voluntarily, as many as necessary of the oldest directors are deemed to have resigned at the close of the aforementioned annual Ordinary General Meeting to satisfy the one-third limit. Even so, if the oldest director has held the position of Chairman or Chief Executive Officer, he/she will remain in office and the next oldest directors after him/her will be deemed to have resigned. No directors aged over 75 at the date of the General Meeting may be reappointed for another term. Likewise, legal entities reappointed as directors for a further term in office, may not be represented by a person aged over 75 on the date of their reappointment. Chairman and Chief Executive Officers (Article 11 of the Articles of Association) The Board of Directors elects an individual from among its members as Chairman and determines his/her remuneration. The Chairman is appointed for a period that may not exceed the term of his/her appointment as a director. The Chairman may be reappointed.

Irrespective of the term for which he/she is appointed, the duties of Chairman come to an end automatically no later than at the close of the first Ordinary General Meeting held after the date on which he/she reaches the age of 75. The Chairman represents the Board of Directors. He/she organises and leads its work and reports on it to the General Meeting. He/she is responsible for the smooth running of the Company’s internal decision-making bodies and in particular makes sure that directors are able to perform their duties. When also holding the duties of Chief Executive Officer, his/ her powers will be those laid down in the following “Executive Management” article. A director may be appointed as Vice-Chairman of the Board of Directors with the role of convening and chairing Board meetings should the Chairman be unable to attend, resign or die. Executive Management (Article 12 of the Articles of Association) Responsibility for the Company’s Executive Management falls to either the Chairman of the Board of Directors or another individual appointed by the Board of Directors as Chief Executive Officer. The Board of Directors will choose between the two modes of Executive Management referred to in the preceding sub-section. Shareholders and third parties will be informed of the choice as provided for in a decree to be published. When the Chairman of the Board of Directors has responsibility for the Company’s Executive Management, the provisions of this article concerning the Chief Executive Officer apply to him/her. The Chief Executive Officer holds the broadest of powers to act on the Company’s behalf in all circumstances. He/she exercises these powers subject to the powers expressly reserved by law for General Meetings and the powers specially reserved for the Board of Directors, and must not exceed the corporate objects.

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FFP

2017 REGISTRATION DOCUMENT