2025 Universal Registration Document

2. Corporate governance

2.4.1.1 Remuneration policy for Directors

Directors receive remuneration(1), the maximum amount of which is approved by vote at the Ordinary General Meeting, and which is allocated by the Board in accordance with the remuneration policy.

At the 24 April 2026 General Meeting, the Board of Directors will propose an increase to the maximum amount of the annual remuneration of Directors provided for in the Directors' remuneration policy. In the ninth resolution, therefore, the Board will invite the shareholders to increase this maximum annual amount from €2,000,000 set in 2025 to €2,100,000. This decision was made by the Board to take into account (i) the increase in the number of Directors in view of the appointments submitted for approval at the General Meeting, and (ii) the proposed increase in the remuneration of the members of the Audit Committee.

This authorisation would supersede the authorisation given at the 2025 General Meeting.

On the recommendation of the Human Resources and Remuneration Committee, the Board of Directors is seeking to raise the variable portion of remuneration for the members of the Audit Committee as the number of meetings held by this Committee has increased. If the new remuneration policy is approved, the remuneration for attending an Audit Committee meeting will rise from €30,000 to €35,000, with the variable portion increasing from €20,000 to €25,000.