Paris, April 25, 2022
COMPENSATION POLICY MEMBERS OF THE BOARD OF DIRECTORS
APPROVED BY THE‘GENERAL MEETING OF APRIL 25, 2022
In accordance with the provisions of Articles R. 22-10-14 IV of the French Commercial Code, the compensation policy for members of the Board of Directors having obtained the approval of the ordinary annual and extraordinary Combined General Meeting of shareholders on April 22, 2022 (resolution no. 13 adopted by 99.66%).
PREMUNERATION POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS
In accordance with Articles L. 225-45, L. 22-10-8 and L. 22-10-14 of the Commercial Code, it is allocated to the Board of Directors a fixed annual compensation, the amount of which is determined by the General Assembly of shareholders. The distribution of this sum is then determined in the remuneration policy established by the Board. of Directors and subject to the approval of the General Assembly.
In the desire to ensure continuity and stability of compensation principles both vis-à-vis the Company and its shareholders, the first compensation policies adopted in 2021 to apply immediately to the Company in its new form of public limited company as of June 30, 2021 have been structured strictly identical to the latest policies established for apply to the Company in its form of partnership limited by shares until June 30 2021.
As part of its mission of recommendation to the Board of Directors with regard to remuneration corporate officers, the new Appointments, Compensation and CSR Committee appointed on June 30, 2021 nevertheless decided to carry out an analysis of these compensation policies. remuneration in order to assess their alignment with the rules of good governance (Afep-Medef Code, AMF and HCGE recommendations, voting policies of proxy advisors, etc.) as well as with market practices observed, this work having aimed to enable the Committee to recommend changes to these policies to the Board, taking into account
also of the new governance of the Company.
Thus, on the basis of this work, the Council of Directors decided, at its meeting on February 16, 2022, on the recommendation of the Appointments, Compensation and CSR Committee, to modify the rules for allocating the compensation of Board members and propose to the General Meeting of shareholders to increase the amount of the overall annual envelope accordingly allocated to this remuneration.
This development consists of one steprt, (i) to take into account the transformation of the Company from partnership in a public limited company with a Board of Directors whose prerogatives are different from those of a Board of Monitoring and, in this context, to align the Company with market practices observed on the basis of benchmarks carried out on the companies making up the SBF 120 with Boards of Directors of similar size, and, on the other hand, (ii) to take into account, for the policy compensation plan for 2022, specific new missions incumbent on the Board of Directors as part of the proposed offer initiated by Vivendi SE, which led to the establishment, on December 17, 2021, of of a new Committee ad hoc of the Board responsible for the complete follow-up of the process will probably be spread over the whole year 2022.
The 2022 compensation policy for members of the Board of Directors has thus been modified as following :
► increase in the proportion of members of the Appointments, Compensation and CSR Committee to 2 vs 1.5 in the previous policy, in line with the compensation of members of the Audit Committee ;
► increase in the overall envelope of 700 €000 to €760,000 to integrate this increase in the remuneration of the Appointments, Remuneration and CSR Committee;
► for 2022, addition of an envelope additional 237 500 € to remunerate the Committee ad hocformed within the framework of the proposed public takeover bid, with a level of compensation equivalent to the other two committees (with no additional portion for the Chairwoman);
► the overall annual envelope submitted to the General Meeting is thus increased to 997 €500;
► maintenance of the other rules of the 2021 compensation policy.
Thus, it will be proposed to the shareholders during the General Meeting of April 22, 2022 to set 997,500 € the total annual amount of the envelope allocated to the members of the Board of Directors.
In application of this new remuneration policy, the criteria for allocating this remuneration are as follows. These rules apply to all members of the Board of Directors, including members representing the employees of the Group:
► each member of the Board of Directors is entitled to a basic share ;
► each member of the Audit Committee is entitled to 2 additional parts ;
► each member of the Committee of
Appointments, Compensation and CSR is entitled to 2 additional portions ;
► each member of the Committee ad hoc is entitled to 2 additional parts ;
► the Presidencies both of the Board and of the Committees, excluding the Committee ad hocgive right to an extra share ;
► the Board of Directors may decide to pay back part of the remuneration that
the Ordinary General Meeting of shareholders allocated to members of the Board of Directors at Censorin accordance with the Articles of Association.
The value of the basic share is equal to the quotient of the total amount divided by the number of shares.
Moreover, 60% of this compensation is paid based on attendance ppersonal of each member at Board meetings of Directors and the Committees of which he isif applicable, member.
Remuneration is paid by Lagardère SA on an annual basis in beginning of the year for the compensation due for the past financial year.
In accordance with the recommendations of the Afep-Medef Code, the members of the Board Directors do not receive any other element of variable compensation, allocation of stock options or performance shares, or any other benefit title of their duties as members of the Board of Administration.
However, in accordance with the applicable legal provisions, the members of the Board of Directors representing the employees of the Group are titulaires of an employment contract with the Company or one of its subsidiaries and, to this title, receive remuneration corresponding to the function they occupy (salary and, where applicable, profit-sharing, participation, variable compensation and/or free shares).
The policy thus implemented takes into account the effective attendance of members at meetings of the Boards and Committees for the determination of a preponderant variable part and leads to a measured, balanced and fair compensation which fully respects the social interest and contributes to the sustainability of the Company.
The Board of Directors could decide to waive the application of the policy of remuneration by modifying the criteria for allocating total remuneration or by allocating additional remuneration to one or more members in return for carrying out specific one-off assignments. Such a temporary derogation would be made public and reasoned, in particular with regard to the corporate interest of the Group.