2024 Universal Registration Document

Based on these results, the Board concluded that nine of its 10 members, or 90% of its directors, should be considered independent, bearing in mind that, in accordance with the Afep-Medef code, the Director representing employee shareholders and the two Directors representing employees are not taken into account in this evaluation.

In addition, the Board has reviewed the situations of Pierre Anjolras, Karla Bertocco Trindade and María Victoria Zingoni, whose appointments as Directors will be put to a vote at the Shareholders’ General Meeting of 17 April 2025. It concluded that Mr Anjolras cannot qualify as independent because he is an employee of a Group company and that Ms Bertocco Trindade and Ms Zingoni both meet all the criteria qualifying them as independent.

At the close of the Shareholders’ General Meeting of 17 April 2025, given that Graziella Gavezotti’s term of office as Director will have ended, if the resolutions to renew Yannick Assouad’s term of office as Director and to appoint Pierre Anjolras, Karla Bertocco Trindade and María Victoria Zingoni as Directors have been adopted, the proportion of directors qualifying as independent will be 75%.

3.3.3 Procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis

In accordance with the provisions of Article L.22-10-12 of the French Commercial Code, at its meeting of 4 February 2020 the Board put in place a procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis. This procedure requires the identification of any agreements that might be considered as regulated agreements because they do not meet these two conditions, their submission to the Legal Department for analysis prior to being signed, an assessment of the contractual terms of the aforementioned agreements carried out by the Legal Department with the assistance of the Finance Department, a summary table prepared by the Legal Department of agreements entered into in the ordinary course of business and on an arm’s length basis, the reassessment of these agreements at regular intervals to determine whether they continue to meet these two conditions, and a presentation given at least once a year to the Audit Committee covering the implementation of the procedure. At its meeting of 5 February 2025, the Audit Committee noted that the implementation of the procedure for the assessment of agreements entered into in the ordinary course of business and on an arm’s length basis did not result in the identification of any such agreements during the 2024 financial year.

3.4 Conditions of preparation and organisation of the work of the Board

3.4.1 Functioning and work of the Board in 2024

The Board met eight times in 2024 (for seven ordinary meetings and one extraordinary meeting) and the average attendance rate reached 96.3%. Attendance rates for each director at the Board meetings held in 2024 are shown in paragraph 3.1.3, “Activities in 2024”, page 134.

All documents needed by directors to perform their duties are made available both in hard copy, for those who wish to receive them as such, and in electronic form, the latter via a specific platform allowing directors to view the documents on their tablet or computer.

In 2024, all Board meetings were held in person, although some of the directors took part remotely via videoconferencing.

The Board discussed all matters of importance relating to the Group’s activities. The Chief Operating Officer and the Executive Vice-President and Chief Financial Officer attend Board meetings. The General Counsel acts as Board Secretary.