2022 Universal Registration Document

Human Resources and Remuneration Committee

Composition	Independence: 60%	Number of meetings in 2022	Attendance (average 91.5%)	Date of appointment to the Committee
Ms Sophie Bellon (Chairwoman)	Ms Sophie Bellon (Chairwoman) Independence: 60%◆	Ms Sophie Bellon (Chairwoman) Number of meetings in 2022	Ms Sophie Bellon (Chairwoman) Attendance (average 91.5%) 100%	Ms Sophie Bellon (Chairwoman) Date of appointment to the Committee 2018
Ms Françoise Bettencourt Meyers	Ms Françoise Bettencourt Meyers Independence: 60%	Ms Françoise Bettencourt Meyers Number of meetings in 2022	Ms Françoise Bettencourt Meyers Attendance (average 91.5%) 100%	Ms Françoise Bettencourt Meyers Date of appointment to the Committee 2020
Mr Paul Bulcke	Mr Paul Bulcke Independence: 60%	Mr Paul Bulcke Number of meetings in 2022 4	Mr Paul Bulcke Attendance (average 91.5%) 100%	Mr Paul Bulcke Date of appointment to the Committee 2017
Ms Fabienne Dulac	Ms Fabienne Dulac Independence: 60%◆	Ms Fabienne Dulac Number of meetings in 2022	Ms Fabienne Dulac Attendance (average 91.5%) 100%	Ms Fabienne Dulac Date of appointment to the Committee 2020
Ms Belén Garijo	Ms Belén Garijo Independence: 60%◆	Ms Belén Garijo Number of meetings in 2022	Ms Belén Garijo Attendance (average 91.5%) 50%	Ms Belén Garijo Date of appointment to the Committee 2015

◆ Independence within the meaning of the criteria of the AFEP-MEDEF Code as assessed by the Board of Directors.

The Chairman of the Board of Directors and Chief Executive Officer may attend Committee meetings with the exception of items on the agenda that concern them directly.

CHANGE FOR 2023

On the recommendation of the Nominations and Governance Committee, the Board of Directors decided that Thierry Hamelwould join the Human Resources and Remuneration Committee at the close of the Annual General Meeting of 21 April 2023.

2022 main activities

Remuneration of corporate officers

Analysis of the voting policies of investors and proxy advisors concerning remuneration issues;
Remuneration of the corporate officers for 2021 and 2022:
- analysis of the 2021 performance of the Chairman and Chief Executive Officer (from January to the end of April 2021) and of the Chief Executive Officer (from May to the end of December 2021) and communication to the Board of a recommendation on setting the annual variable remuneration for 2021;
- proposal of the targets and weightings for 2022 for the Chief Executive Officer;
Remuneration of the corporate officers for 2023:
- review of the remuneration policy applicable to the Chairman of the Board of Directors and to the CEO; and
- consideration of the structure of the annual variable remuneration of the Chief Executive Officer, and targets for 2023.
Say on Pay: preparation of the draft resolutions to be proposed to the Annual General Meeting of 21 April 2022;
Topical issues with regard to remuneration: 2022 report from the AMF and the HCGE, as well updates to the Application Guide for the AFEP-MEDEF Code;
Ratios on pay differentials: widening of the scope.

Remuneration of Directors

Directors’ fees: breakdown of fees for 2022;
Proposed changes to the policy for 2023.

Regulated agreements

Review of ongoing regulated agreement relating to Mr Nicolas Hieronimus.

Human Resources policy

Review of the Group’s remuneration policy: new developments and inflation updates;
Review of the Group’s disability policy;
Diversity and equality in management bodies: presentation of the various levers and results obtained, specifically with regard to gender equality in management bodies⁽¹⁾.

Long Term Incentives (“LTI”) Policy

Delivery of LTI plans: recording of performance relating to the ACAs Plan of 2018;
Review of the draft resolution concerning the ACAs Plan for the 2022 Annual General Meeting, proposing the inclusion of non-financial criteria;
Preparation of the ACAs Plan for October 2022;
Proposed allocation to the Chief Executive Officer.

Employee shareholding

Review of the 3^rd Global Plan implemented in 2022.

(1) The results in terms of gender balance in the top 10% most responsible positions are presented in section 4.3.2.6.