Carmila

Information Relating to Executive Corporate Officer Compensation

Regulatory News:

In accordance with the AFEP-MEDEF Corporate Governance Code, Carmila (Paris:CARM) is disclosing the decisions taken by the Board of Directors on 26 November 2020, on the recommendation of the Compensation and Nominations Committee, relating to (i) the components of compensation for the Chairman and Chief Executive Officer and the Deputy Chief Executive Officer, and (ii) the financial conditions of departure of an executive corporate officer.

i. EXECUTIVE CORPORATE OFFICER COMPENSATION

• Compensation policy applicable to Marie Cheval, Chairman and Chief Executive Officer, and components of compensation awarded in respect of 2020

At the time Marie Cheval was appointed Chairman and Chief Executive Officer, Carmila’s Board of Directors decided to submit to the next Annual Shareholders' Meeting a revised 2020 compensation policy for the Chairman and Chief Executive Officer.

Subject to shareholder approval of the revised compensation policy, the Board has decided to award Marie Cheval, Chairman and Chief Executive Officer since 3 November 2020, the following compensation package:

✓ Annual fixed compensation: the fixed compensation for the Chairman and Chief Executive Officer borne by the Company amounts to €500,000, to be paid with effect from the date of her appointment, i.e., 3 November 2020.
✓ Annual variable compensation: the variable portion of compensation for the Chairman and Chief Executive Officer will be 100% of her gross fixed compensation if 100% of the performance criteria are achieved, and up to 120% of her gross fixed compensation borne by the Company if 200% of the performance criteria are achieved, with the variable portion adjusted on a linear basis depending on the extent to which performance criteria are met. The performance criteria are identical to those provided for under the Chairman and Chief Executive Officer’s 2020 compensation policy, as set out in Section 6.2.2.2 of the 2019 Universal Registration Document, which can be consulted on the Company’s website at www.carmila.com/en.

In respect of 2020, Marie Cheval will receive variable compensation in an amount to be determined based on the extent to which performance criteria are achieved, paid pro rata to her effective service in the Company during that year, i.e., 2/12^ths of the target annual variable compensation.

✓ Exceptional compensation: exceptional compensation is only payable to the Chairman and Chief Executive Officer in specific circumstances relating to transactions with a structural impact on the Company. The payment of any exceptional compensation is conditional upon the approval of the Shareholders' Meeting.