2021 UNIVERSAL REGISTRATION DOCUMENT

HUMAN RESOURCES AND REMUNERATION COMMITTEE

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

● Director representing employees.

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.

REMITS

• Making proposals relating to the remuneration of the Chairman of the Board of Directors and that of the Chief Executive Officer, where applicable.
• Setting the total budget allocated for remuneration of the Directors to be submitted to the Annual General Meeting and the distribution rules.
• Determination of the policy for long-term incentive plans, in particular through plans for free grants of shares or performance shares (ACAs).
• Monitoring the Human Resources policy: remuneration, remuneration ratios, employee relations, recruitment, diversity, etc.
• Monitoring the application of the Code of Ethics in the Company.

2021 MAIN ACTIVITIES

• Remuneration of the executive officers⁽¹⁾ for 2020 and 2021:
  • analysis of the performance of the Chairman and Chief Executive Officer in 2020 and communication to the Board of a recommendation on setting the annual variable remuneration for 2020; and
  • proposal of the targets and weightings for 2021 for the Chairman and CEO and for the Chief Executive Officer.
• Remuneration of the executive officers for 2022:
  • review of the remuneration policy applicable to the Chairman of the Board of Directors and to the Chief Executive Officer; and
  • study of the structure of the annual variable remuneration of executive and non-executive corporate officers and the targets set for 2022.
• Analysis of the voting policies of investors and proxy advisors concerning remuneration issues.
• Say on Pay: preparation of the draft resolutions proposed to the Annual General Meeting of 20 April 2021 (ex-ante vote on the remuneration policy for 2021 for the Chairman and the CEO and ex-post vote on the components of remuneration paid to the Chairman for 2020), review of the proposed resolutions for the 2022 Annual General Meeting.
• Review of the regulated agreement relating to the status of Mr Nicolas Hieronimus.
• Review of ongoing regulated agreements relating to Mr Jean-Paul Agon.
• Change to additional pension schemes: review of the new provisions implemented within the Group.
• Delivery of long-term incentive (LTI) plans: recording of performance relating to the ACAs plan of 2017.
• Long-term incentive plans: preparation of the October 2021 ACAs Plan. Proposed allocation to the Chief Executive Officer. Review of the draft resolution concerning the ACAs Plan for the 2022 Annual General Meeting.
• Review of the Group’s remuneration policy.
• Employee shareholding: review of the draft third global plan scheduled for 2022.
• Directors’ fees: breakdown of fees for 2021 and recommendation for the policy and schedule to be applied in 2022 (meeting in February 2022).
• Diversity and equality in management bodies: presentation of the various levers and results obtained, specifically with regard to gender equality in management bodies^(2).

(1) Directors and corporate officers.

(2) The results in terms of gender balance in the top 10% most responsible positions are presented in section 4.3.2.6. “Promoting Diversity, Equity and Inclusion” of this document.