Universal Registration Document 2022

AFEP-MEDEF Code recommendation	Company’s position	Explanation	Section of the Universal Registration Document
AFEP-MEDEF Code recommendation Requirement for corporate officers to hold shares Recommendation no. 24: “The Board of Directors defines a minimum number of registered shares that the Company officers must retain through to the end of their term of office. [...] Until this objective regarding the holding of shares has been achieved, the Company officers will devote a proportion of exercised options or awarded performance shares to this end as determined by the Board.”	Company’s position The Board of Directors has not prescribed regulations for the holding by the Chairman and Chief Executive Officer of a minimum number of the Company’s shares.	Explanation The Chairman and Chief Executive Officer does not receive any remuneration for his or her term of office as Director. His or her remuneration is limited in accordance with Decree no. 53–707 of 9 August 1953 amended by Decree no. 2012- 915 of 26 July 2012. Finally, the Company has not put in place a stock and/or performance stock option plan in favour of the Chairman and Chief Executive Officer. Accordingly, it was decided not to implement this recommendation. Furthermore, the executive corporate officer must act in the Company’s best interests, irrespective of the number of Company shares he or she holds in his or her personal capacity.	Section of the Universal Registration Document See sections 4.6.2 (“Total remuneration of the Chairman and Chief Executive Officer”), and 4.6.4 (“Stock options – Bonus shares”).
AFEP-MEDEF Code recommendation Rules for the distribution of remuneration paid to Directors for their term of office Recommendation no. 22.1: The method of distribution of this remuneration “should take account, in such ways as it shall determine, of the Directors’ actual attendance at meetings of the Board and committees, and the amount shall therefore consist primarily of a variable portion”.	Company’s position A significant but not preponderant share of the remuneration paid to Directors for their term of office is dependent upon actual attendance by the Directors of the Board and Committee meetings.	Explanation Special distribution rules have been adopted, which take account in particular of the level of responsibilities and the time spent by the Directors on their duties. Although the variable share of remuneration paid for the term of office, which compensates the actual presence of Directors is not preponderant, the Company considers that it is nonetheless significant, insofar as it accounts for 50% of the total amount allocated and that, as is recommended by the AFEP-MEDEF Code, it is commensurate with the level of responsibilities assumed by the Directors and with the time, which they must devote to their duties.	Section of the Universal Registration Document See section 4.6.3 (“Total remuneration of Directors”).

AFEP-MEDEF Code recommendation

Company’s position

Explanation

Section of the Universal Registration Document

Requirement for corporate officers to hold shares

Recommendation no. 24:

“The Board of Directors defines a minimum number of registered shares that the Company officers must retain through to the end of their term of office. [...] Until this objective regarding the holding of shares has been achieved, the Company officers will devote a proportion of exercised options or awarded performance shares to this end as determined by the Board.”

The Board of Directors has not prescribed regulations for the holding by the Chairman and Chief Executive Officer of a minimum number of the Company’s shares.

The Chairman and Chief Executive Officer does not receive any remuneration for his or her term of office as Director. His or her remuneration is limited in accordance with Decree no. 53–707 of 9 August 1953 amended by Decree no. 2012- 915 of 26 July 2012. Finally, the Company has not put in place a stock and/or performance stock option plan in favour of the Chairman and Chief Executive Officer. Accordingly, it was decided not to implement this recommendation. Furthermore, the executive corporate officer must act in the Company’s best interests, irrespective of the number of Company shares he or she holds in his or her personal capacity.

See sections 4.6.2 (“Total remuneration of the Chairman and Chief Executive Officer”), and 4.6.4 (“Stock options – Bonus shares”).

Rules for the distribution of remuneration paid to Directors for their term of office

Recommendation no. 22.1:

The method of distribution of this remuneration “should take account, in such ways as it shall determine, of the Directors’ actual attendance at meetings of the Board and committees, and the amount shall therefore consist primarily of a variable portion”.

A significant but not preponderant share of the remuneration paid to Directors for their term of office is dependent upon actual attendance by the Directors of the Board and Committee meetings.

Special distribution rules have been adopted, which take account in particular of the level of responsibilities and the time spent by the Directors on their duties. Although the variable share of remuneration paid for the term of office, which compensates the actual presence of Directors is not preponderant, the Company considers that it is nonetheless significant, insofar as it accounts for 50% of the total amount allocated and that, as is recommended by the AFEP-MEDEF Code, it is commensurate with the level of responsibilities assumed by the Directors and with the time, which they must devote to their duties.

See section 4.6.3 (“Total remuneration of Directors”).

Universal Registration Document 2022

Introduction