2023 universal registration document

8. Annual General Meeting

The Annual General Meeting is also called to approve the compensation policy for the Company’s directors and corporate officers (ex ante vote).

In the fourteenth to sixteenth resolutions, the Annual General Meeting is asked to approve, pursuant to the provisions of Article L. 22-10-8 of the French Commercial Code, the compensation policies for the Company’s directors and corporate officers. These policies shall apply as from financial year 2024 until the Annual General Meeting approves a new remuneration policy.

The provisions of these remuneration policies introduced by the Board of Directors are set out in paragraph 2.4.1. of the 2023 Universal Registration Document. Shareholders are called to approve separately:

  • by the vote on the fourteenth resolution, the remuneration policy for Directors of the Company introduced by the Board of Directors. This policy is identical to the remuneration policy for Directors approved at the Annual General Meeting of 21 April 2023 and is set out in paragraph 2.4.1.1. of the 2023 Universal Registration Document;
  • by the vote on the fifteenth resolution, the remuneration policy for the Chairman of the Board of Directors presented in the Report of the Board of Directors. Changes have been made to this policy compared to the remuneration policy for the Chairman of the Board of Directors approved at the Annual General Meeting of 21 April 2023. Three years after the offices of Chairman and Chief Executive Officer were separated, the Board noted that Mr Jean-Paul Agon had successfully led the handover of senior management responsibilities, which included providing Mr Nicolas Hieronimus with his complete support in his interactions with the Board of Directors, in keeping with the extensive duties entrusted to the Chairman of the Board of Directors. The Human Resources and Remuneration Committee recommended that the Board consider the end of this transition period by adjusting Mr Jean-Paul Agon’s remuneration. In consequence, the Board of Directors held on 8 February 2024 review the remuneration policy of Mr Jean-Paul Agon, Chairman of the Board of Directors. The fixed annual compensation of Mr Jean-Paul Agon, Chairman of the Board of Directors, would be €950,000 from 1 May 2024, instead of his previous compensation of €1,600,000. The remuneration policy for the Chairman of the Board of Directors is set out in subparagraph 2.4.1.2.2. of the 2023 Universal Registration Document;
  • by the vote on the sixteenth resolution, the remuneration policy for the Chief Executive Officer. This policy is identical to the remuneration policy approved at the Annual General Meeting of 21 April 2023, with the exception of an adjustment to non-financial performance criteria for awarding performance shares. The remuneration policy for the Chief Executive Officer is set out in subparagraph 2.4.1.2.1. of the 2023 Universal Registration Document.
SUMMARY TABLE OF THE COMPONENTS OF REMUNERATION PAID IN 2023 OR ALLOCATED FOR THAT FINANCIAL YEAR TO MR JEAN‑PAUL AGON, CHAIRMAN OF THE BOARD OF DIRECTORS
Remuneration components submitted for a vote Amounts allocated for the 2023 financial year or accounting valuation Amounts paid in 2023 or accounting valuation Description
Fixed remuneration Fixed remuneration

Amounts allocated for the 2023 financial year or accounting valuation

€1,600,000		 Fixed remuneration

Amounts paid in 2023 or accounting valuation

At its meeting of 9 February 2023,

on the

recommendation of the Human Resources and Remuneration Committee, the Board of Directors kept Mr Jean‑Paul Agon’s fixed compensation at the gross amount of €1,600,000 on an annual basis.
Benefits in addition to remuneration Benefits in addition to remuneration

Amounts allocated for the 2023 financial year or accounting valuation

€0		 Benefits in addition to remuneration

Amounts paid in 2023 or accounting valuation
  • Benefits in kind

Mr Jean-Paul Agon benefits from the material resources needed for the performance of his office such as, for example, the provision of a car with a driver. These arrangements, which are strictly limited to professional use, to the exclusion of all private use, are not benefits in kind.

Remuneration components submitted for a vote

€3,671.16

Amounts allocated for the 2023 financial year or accounting valuation
  • Employee benefit scheme

Mr Jean-Paul Agon benefits from the same employee benefit scheme as the senior managers of the Company.