Disclosure of compensation of executive company officers in accordance with the recommendations of the AFEP-MEDEF Code

The Board of Directors met on 29 April 2025, in particular to:

• approve the targets associated with the variable compensation of Cyril Malargé, Chief Executive Officer, for financial year 2025;
• review a long-term incentive plan based on granting rights to performance shares to Group managers and, under this plan, grant 3,000 rights to shares to Cyril Malargé.

 

Targets associated with the variable compensation of Cyril Malargé, Chief Executive Officer, for financial year 2025:

 

The Board of Directors, on the recommendation of the Compensation Committee and in compliance with the compensation policy approved at the General Meeting of Shareholders, approved the following annual variable compensation structure:

The potential amount is calculated on the basis of the annual fixed compensation set at €600,000 for financial year 2025, with the effective date postponed to 1 July 2025 in consideration of the measures taken by the company at the start of the financial year.

 

The targets consist of a threshold, starting from which variable compensation begins to be paid (0% at the threshold level), and a target, which, if achieved, triggers the payment of the full amount (100%) of variable compensation, with the amount paid for performance between the threshold and the target calculated on a straight-line basis.

 

The specific amounts of the quantifiable targets set for financial performance are not disclosed on an ex ante basis to avoid any interference with financial communications. They have been set at levels that are designed to be both demanding and motivating. They aim to help the Group meet – and if possible exceed – its targets.

 

With regard to quantifiable targets related to CSR performance, the Board of Directors adopted:

• a criterion related to the proportion of women in the Group’s senior management positions, defined as the two highest echelons, in line with previous plans;
• a criterion related to the reduction in Scope 3 greenhouse gas emissions and concerning travel-related emissions (business travel and commuting), in line with the Group's sustainable transport plan.

 

The CSR performance targets approved for financial year 2025 are as follows:

The qualitative targets have been precisely defined, in line with the Group’s strategy and transformation needs in the short and medium term.

 

Granting of rights to performance shares under the 2025 LTI plan approved by the Board of Directors for certain Group managers

 

At the same meeting, the Board of Directors made use of the authorisation given by Resolution 30 adopted at the Combined General Meeting of 21 May 2024 and decided to set up a performance share-based long-term incentive plan for the Group’s senior managers and, under this plan, to grant 3,000 rights to shares to Cyril Malargé, Chief Executive Officer. 

 

Rights to shares are subject to a condition of continued employment at 30 June 2028 and strict performance conditions set each year by the Board of Directors over three consecutive financial years.

 

The Board of Directors retains the right to waive the condition of continued employment, in derogation of the foregoing and on an exceptional basis, depending on the circumstances (in particular the reason and arrangements for the recipient’s departure, the date of departure with respect to the term of the plan and the expected benefit of the Company granting the exception). In any such case, the Board of Directors will implement the principle of a reduction in the rights to performance shares should the term of office expire before the end of the plan provided for in the compensation policy proposed at the next General Meeting.

 

Achievement of the plan’s performance conditions will be measured by calculating the average of the following:

• Level of achievement of annual targets for financial performance in financial years 2025, 2026 and 2027. Each of the criteria is given an equal weighting (totalling 90% of performance conditions). The two criteria relate to organic growth in consolidated revenue and operating profit on business activity (expressed as a percentage of revenue).
• Level of achievement of CSR performance conditions for the same financial years (2025, 2026 and 2027), with each of the criteria given an equal weighting (totalling 10% of performance conditions). The two criteria focus on increasing the proportion of women in senior management positions and reducing greenhouse gas emissions.

 

Two changes should be noted with respect to previous plans:

• An environmental criterion, based on a specific indicator for all employees, has been introduced into the assessment of CSR performance for long-term incentive plans. This initiative aims to provide a more effective response to shareholder and market expectations.
• The free cash flow criterion used in previous plans was not retained by the Board of Directors as a financial performance criterion, particularly in view of the progress already made in generating cash flow since the implementation of the first plans.

 

As this plan is intended for the Group's management, the criteria and targets set for 2025 are aligned with those set for the Chief Executive Officer’s annual variable compensation.

 

These targets are at least equal to any publicly disclosed guidance or, for targets expressed as a range, at least the minimum level of the guidance range disclosed. The specific amounts of the quantifiable targets set for financial performance are not disclosed on an ex ante basis.

 

The Chief Executive Officer, Cyril Malargé, is subject to the same rules as all the other recipients under this plan. However, the Board of Directors decided that he will also need to maintain possession of at least 50% of the shares that will vest under this plan for his entire tenure as Chief Executive Officer.

 

In addition, Cyril Malargé has agreed not to hedge any performance shares until the applicable holding period has expired.