CORPORATE GOVERNANCE 5. COMPENSATION POLICY (EX ANTEVOTE) The principles and determination criterion, in section 3.2.2 “Compensation policy applicable breakdown and al location of fixed, variable and to Corporate Officers for the 2018 Financial year exceptional components making up the total submitted to the approval of the Shareholders - compensation and the benefits of any kind article L. 225-37-2 of the French Commercial code” attributable to the Corporate Officers subject to the of the 2017 Registration document (page 87 to 97). vote of the Shareholders at the 2018 Shareholders’ The main characteristics of the compensation policy Meeting (resolutions 5 and 6) are ful ly presented are the following: Ian Meakins, Chairman of the Board of Directors For the financial year 2018, in accordance with the compensation policy determined for the term of office, the compensation of Ian Meakins remained unchanged, and is made up of the following items: Fixed annual compensation The annual gross fixed compensation of Ian Meakins is maintained at €500,000. This fixed compensation is determined for the whole term of office. The amount of this compensation had been determined according to criteria specific to Ian Meakins (experience, seniority, responsibilities in particular) and criteria based on the sector’s business activity and the general economic environment and on studies including a panel of French and European companies. Variable annual Compensation Ian Meakins does not benefit from any variable annual compensation. Deferred variable compensation Ian Meakins does not benefit from any deferred variable compensation. Multi-annual variable Ian Meakins does not benefit from any multi-annual variable compensation. compensation Exceptional compensation Ian Meakins does not benefit from any exceptional compensation. Benefits of any kind Ian Meakins does not benefit from any benefit in kind. Long-term compensation: Ian Meakins does not benefit from any long-term compensation item. allocation of performance shares Severance indemnities Ian Meakins does not benefit from any severance indemnity Non-compete indemnity Ian Meakins does not benefit from any non-compete indemnity Supplemental retirement plan Ian Meakins does not benefit from any supplemental retirement plan Patrick Berard, Chief Executive Officer For the financial year 2018, in accordance with the compensation policy determined for the term of office, the compensation of Patrick Berard remained unchanged, and is made up of the following items: Fixed annual compensation The annual gross fixed compensation of Patrick Berard is maintained at €650,000. This fixed compensation is determined for the whole term of office. The amount of this compensation had been determined according to criteria specific to Patrick Berard (experience, seniority, responsibilities in particular) and criteria based on the sector’s business activity and the general economic environment and on studies including a panel of French and European companies. Variable annual compensation The annual variable target-based compensation of Patrick Berard is maintained at 120% of the annual fixed compensation. The 2018 variable compensation is based for 75% on financial criteria and for 25% on individual criteria. The financial part of the variable compensation is capped at 150%, if the achieved financial results exceed 100% of the financial targets. The individual portion of the variable compensation is capped at 100% of achievement. Thus, the maximum variable compensation cannot exceed 165% of the fixed compensation. The financial objectives are: sales growth in volume (33.33%), adjusted EBITA in volume (33.33%) and ATWC (33.33%). Exceptional compensation The compensation policy provides for the possibility to allocate an exceptional compensation under limitative and capped conditions as detailed in paragraph 3.2.2.5 of the 2017 Registration document. CONVENING NOTICE OF THE COMBINED SHAREHOLDERS’ MEETING 26