2022 Universal Registration Document

Chapter 8 : Annual General Meeting

Fourth resolution: renewal of the term of office of Ms Sophie Bellon as Director

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Ms Sophie Bellon’s term of office as a Director for a term of four years.

Her term of office will expire at the end of the Annual General Meeting to be held in 2027 and called to approve the financial statements for the previous financial year.

Fifth resolution: renewal of the term of office of Ms Fabienne Dulac as Director

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, renews Ms Fabienne Dulac’s term of office as a Director for a term of four years.

Her term of office will expire at the end of the Annual General Meeting to be held in 2027 and called to approve the financial statements for the previous financial year.

Resolution 6: Establishment of the total maximum amount allotted to directors as remuneration for their office
EXPLANATORY STATEMENT

With a view to better rewarding membership of the Committees, whose work is increasingly important, it is proposed that directors’ maximum annual remuneration, which has not changed since 2018, be reviewed.

On the recommendation of the Human Resources and Remuneration Committee, the Board proposes to the Annual General Meeting that directors’ maximum annual remuneration be increased to €1,700,000 (from €1,600,000).

This authorisation would supersede the one granted by the Annual General Meeting in 2018.

The principles of how these fees would be broken down are set out in section 2.4.1.1 of the 2022 Universal Registration Document and make provision for a predominant variable portion that is based on attendance.

Sixth resolution: establishment of the total maximum amount allotted to Directors as remuneration for their office

The Annual General Meeting, voting in accordance with the quorum and majority conditions required for Ordinary General Meetings, having reviewed the Report of the Board of Directors, resolves to set the total maximum amount allotted to directors as remuneration for their office at €1,700,000 for the current financial year and for each subsequent year until a new resolution is made.