The Company’s directors receive remuneration for their service as members of the Board and its committees and for their involvement in the work carried out by these bodies. The aggregate amount of remuneration paid to Board members will be capped at €1,800,000 if the draft resolution to this effect is approved at the Shareholders’ General Meeting, the previous maximum amount having been set at €1,600,000 by resolution of the shareholders at the Shareholders’ General Meeting of 17 April 2019. This limit applies to the remuneration paid to directors for one calendar year, regardless of the date of payment, and includes travel allowances for directors who do not reside in France. It does not include remuneration paid to the Company’s executive and non-executive officers when they serve on the Board, who receive remuneration only as provided by the policy mentioned in paragraph 4.1.2, nor that paid to directors representing employees or employee shareholders as part of their employment. Remuneration received by directors is paid in two instalments each year in arrears after six months of completed service.
The guidelines for the allocation of remuneration paid to directors, as adopted by the Board on 8 February 2023 following proposals from the Remuneration Committee, and as amended by the Board on 5 February 2026 following proposals from the Remuneration Committee, are as follows:
Directors receive annual fixed remuneration consisting of:
with additional remuneration of:
Directors also receive annual variable remuneration equal to:
Any director taking part in a meeting of the Board or any of its committees remotely via videoconferencing or audio conferencing is entitled to receive variable remuneration determined as follows:
€5,000 for taking part in the Board’s strategy session.
Provided they are physically present at meetings of the Board or of any of its committees, a travel allowance is paid to directors for each trip to attend a meeting as follows:
Directors are entitled to the reimbursement of expenses they have incurred while carrying out their duties and, in particular, any travel and accommodation costs connected with attending meetings of the Board and its committees.
At the Shareholders’ General Meeting of 14 April 2026, in accordance with the provisions of Article L.22-10-8 II of the French Commercial Code, shareholders will be asked to vote on the remuneration policy for Board members, as presented above.
At its meeting of 6 February 2025, following proposals from the Remuneration Committee, the Board adopted the specific remuneration policies applicable to the Chairman of the Board and the Chief Executive Officer; these policies were subsequently approved at the Shareholders’ General Meeting of 17 April 2025. The Board reaffirmed these decisions at its meeting of 5 February 2026.
The remuneration policy applicable to the Chairman and Chief Executive Officer, who served in this combined role from 1 January to 30 April 2025, was approved at the Shareholders’ General Meeting of 17 April 2025. It no longer applies for 2026 as the roles of Chairman of the Board and Chief Executive Officer were separated on 1 May 2025.
The Chairman of the Board’s remuneration consists exclusively of a short-term fixed component paid in the amount of €900,000 per year. Any other remuneration received as a director of the Company is considered as included in the total remuneration amount decided by the Board.
