Universal Registration Document 2021

4 CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION

SUMMARY OF THE BENEFITS AWARDED TOMR. RICHARD MOAT (TABLE NO. 11 OF ANNEX 4 TO THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Indemnifications or benefits due or likely to be due as a result of termination or change of position

Indemnifications relating to a non-compete clause

Employment Contract

Supplementary pension plan

Yes

No

Yes

No

Yes

No

Yes

No

X

X

X

X

DIRECTORS’ COMPENSATION 4.2.1.3 [102-35] [102-37]

The Remunerations Committee recommends to the Board of Directors the total amount of Directors’ compensation to be submitted for shareholders’ approval at the Annual General Meeting, and their allocation among the Directors. The maximum annual amount of Directors’ compensation that can be paid to the Directors was set at €850,000 by the Annual General Meeting held on April 29, 2016.

The rules governing the allotment of the Directors’ compensation payable for 2021 are defined in the Compensation policy for the Directors approved by the Shareholders at the Annual General Meeting held on May 12, 2021 (see 2020 Universal Registration Document, section 4.2.1.1.2, page 124).

DIRECTORS’ COMPENSATION AND OTHER COMPENSATION PAID TO DIRECTORS (TABLE NO. 3 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)

Gross amounts due in respect of fiscal year 2021 and paid in 2022 (in euros)

Gross amounts due in respect of fiscal year 2020 and paid in 2021 (in euros)

Including a variable amount of

Other compensation items

Including a variable amount of

Other compensation items

Directors’ compensation

Directors’ compensation

Name

Anne Bouverot

102,000 83,000 100,500

57,000 140,625 (1)

79,333 69,333 83,000

36,000 150,000 (1)

Bpifrance Participations

53,000 60,500

- - - - - - - - - -

36,000 43,000

Xavier Cauchois

Loïc Desmouceaux (2) Marc Vogeleisen (3) Dominique D’Hinnin Cécile Frot-Coutaz (4)

- -

- -

- -

- -

- -

80,000 50,000 46,000 74,000

50,000 36,000 26,000 44,000

63,000

33,000 28,000

16,000

51,333

Ana García Fau (5) Christine Laurens

-

-

-

78,000

48,000

Richard Moat

-

-

-

-

-

Melinda J. Mount

108,000 78,000

63,000 48,000

93,000 81,000

48,000 51,000

Brian Sullivan

TOTAL 598,000 323,000 150,000 In compliance with the compensation policy applicable to the Chairperson of the Board, Ms. Anne Bouverot receives a fixed compensation of €150,000. For the year 2020, (1) this amount was reduced due to Covid-19 crisis. The fixed compensation due for year N is paid in year N. 721,500 437,500 156,625

Mr. Loïc Desmouceaux succeeded to Florent Chabaud as Employee Director in May 2021. (2) Mr. Marc Vogeleisen was appointed as second Employee Director in December 2020. (3)

Ms. Cécile Frot-Coutaz who was Board Observer until her appointment as Director by the Annual General Meeting held on June 30, 2020, was paid according to the same (4) principles that those apply to Directors (as provided by the Board of Directors Internal Regulations). As Observer, she received an amount of €16,000 for her participation to the Board of Directors’ meetings in 2020. She resigned from the Board of Directors as of September 1, 2021. Ms. Ana García Fau’s term of office as Director ended in June 2020. (5)

Mr. Gauthier Reymondier and Angelo, Gordon & Co., L.P. represented by Mr. Julien Farre, did not receive any compensation as Board Observers.

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