AURES TECHNOLOGIES: REMUNERATION POLICY FOR CORPORATE OFFICERS AGM 06 28 2022 – 07/05/2022 at 6:00 pm

Tuesday, July 5, 2022

APPROVAL BY THE COMBINED GENERAL MEETING OF JUNE 28, 2022 OF THE REMUNERATION POLICY FOR CORPORATE OFFICERS

(Articles L. 22-10-8 I and R. 22-10-14 IV of the Commercial Code).

The company’s Combined General Meeting of June 28, 2022 approved the compensation policy for the Chairman and Chief Executive Officer and the directors as presented in the 2021 annual financial report (Corporate Governance Report paragraph 1.4).

1. Results of the votes on the compensation policy for corporate officers
   

1. Compensation policy for corporate officers – Extract from the 2021 annual report
   

1.4. Remuneration policy for corporate officers – Say on pay ex ante

Pursuant to Articles L.22-10-8 and R. 22-10-14 of the French Commercial Code, the Board of Directors has established a compensation policy for each of the company’s corporate officers in accordance with their corporate interest, contributing to its sustainability and in line with its commercial strategy as described in the activity and strategy paragraph of the management report. To do this, the Board has set the compensation policy for the Chairman and Chief Executive Officer in connection with these elements, in particular by setting the criteria for his variable compensation linked to the implementation of this commercial strategy while respecting the social interest. as specified in point 1.3. of this report.

No element of remuneration, of any nature whatsoever, may be determined, awarded or paid by the company, nor any commitment made by the company if it does not comply with the approved remuneration policy or, in the absence thereof , compensation or existing practices within the Company. The determination, review and implementation of the remuneration policy for each of the corporate officers is carried out by the Board of Directors, the Chairman and Chief Executive Officer not taking part in the deliberations or in the vote on the items and/or commitments re. As part of the decision-making process followed to determine and review the compensation policy, the general interest of the Company was taken into account as well as the search for consistency with the compensation of the company’s employees.

? Compensation policy for the Chairman and Chief Executive Officer (5th resolution of the AGM of June 28, 2022)

In determining the overall compensation of the Chairman and Chief Executive Officer, the Board of Directors notably took into account the level and difficulty of the responsibilities, experience in the position, and the status of reference shareholder of the Group as well as the personal asset commitment in the Group. The elements making up the total compensation and the benefits of any kind that may be granted to the Chairman and Chief Executive Officer by reason of his term of office, set by the Board, as well as their respective importance, are as follows:

• Fixed remuneration

The Chairman and Chief Executive Officer receives fixed compensation, payable monthly. The basic fixed compensation has not changed even if there has been a change in the size of the Group following the acquisition of the company RTG in October 2018. This decision is identical to that concerning the compensation of the employees of the French entity. The change between 2020 and 2021 is linked to the waiver of compensation by the Chairman and Chief Executive Officer at the start of the health crisis in 2020.

•Annual variable compensation

The Chairman receives annual variable compensation representing a maximum of 45% of the annual fixed compensation. The determination of the annual variable remuneration depends on the net rate of return, it being specified that the net rate of return is equivalent to the percentage obtained by calculating the following ratio, on the basis of the consolidated financial statements: net income, Group share/ business. The choice of this criterion for determining variable compensation aims to best reflect the strategy and ambitions set by the Group.

•Exceptional compensation

The Board of Directors may decide to grant exceptional compensation to the Chairman and Chief Executive Officer in the light of very specific circumstances. The payment of this type of remuneration must be able to be justified by an event such as the completion of an external growth operation for the Company, major development projects or in the event of the occurrence of exceptional events. The amount of the exceptional compensation thus decided may not exceed a maximum of 45% of the annual fixed compensation.

• Benefits of any kind

The Chairman and Chief Executive Officer benefits from a company car.

The Chairman and Chief Executive Officer does not benefit from any commitment made by the company or by a controlled or controlling company corresponding to elements of compensation, indemnities or benefits due or likely to be due as a result of the termination or change of functions.

The payment of the variable and, where applicable, exceptional compensation elements allocated in respect of the office for the current financial year is subject to the approval by the Combined General Meeting of the elements of compensation of the Chairman and Chief Executive Officer paid during the current financial year. past financial year or allocated in respect of said financial year (individual ex post vote).

? Compensation policy for directors (6th resolution of the AGM of June 28, 2022) – Say on pay ex ante

The General Meeting of June 20, 2017 set in its tenth ordinary resolution the remuneration of the members of the Board at the annual sum of 7,500 euros valid for the current financial year until a new decision of the General Meeting. The criteria for allocating the fixed annual sum allocated by the general meeting to the members of the Board have been set by the Board and are as follows: the distribution of the total compensation among the directors takes into account their attendance at the meetings of the Board of Administration, with the exception of the Chairman and Chief Executive Officer who receives no compensation for his office as a director in the company. Only meetings of the Board of Directors in the form of an audit committee held on dates other than Board meetings are accounted for and remunerated separately.

About Aures

Founded in 1989 and listed on Euronext since 1999, AURES is an IT manufacturer of digital hardware and application solutions for all point-of-sale sectors.

The AURES Group has a worldwide presence, with headquarters in France, subsidiaries in the United Kingdom, Germany, Australia and the USA (AURES Technologies Inc and Retail Technology Group – RTG*), in Tunisia (LST**) as well as than a network of partners, distributors and resellers established in more than 60 other countries.

*The American company Retail Technology Group Inc (RTG) is a major player on the other side of the Atlantic in IT services and POS (hardware & software) maintenance.

** The Tunisian company LST (Leader Solution Tactile) is the Group’s development unit in terms of middleware and digital applications.

ISIN code: FR 0013183589

Financial information: Sabine De Vuyst

www.aures.com

[1] The votes cast do not include those attached to shares for which the shareholder did not take part in the vote, abstained or voted blank or void.

[2] In relation to the number of shares with voting rights

[3] In relation to the total number of votes of shareholders represented or having voted by mail

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