Elis

Adjustment of certain elements of the Management Board’s compensation - Seite 2

• For the Class A shares granted under the 2018 plan and the shares granted under the 2019 plan, adjustment of the performance criteria based on new projections approved by the Board, taking into account the impact of the health crisis (in terms of client business volumes and changes in the main exchange rates) on the Group’s theoretical trajectory ; and
• For the Class B shares granted under the 2019 plan, adjustment of the 2nd performance criterion (EBIT margin Germany), considering that the target would have been achieved without the health crisis. The 3rd criterion (operating synergies) had already been validated and communicated; on the other hand, the 1st criterion (EBIT margin UK) is considered not to have been met.

Pursuant to this adjustment, the number of shares definitely vested by each member of the Management Board under the 2018 performance share plan should represent 50% of the number of Class A shares and 66% of the number of Class B shares initially granted, according to the following breakdown:

Beneficiaries	Total number of shares vested	Number of Class A shares vested	Number of Class B shares vested
Xavier Martiré	63,717	44,248	19,469
Louis Guyot	26,942	17,208	9,734
Matthieu Lecharny	22,025	12,291	9,734

The fulfillment of the performance conditions attached to the 2019 performance share plan will be assessed in 2022, based on the Group’s performance during the financial year ending December 31, 2021.

It should be noted that such adjustments have been made for all of the 500 managers concerned.
Proposed revision of the performance criteria used for determining the variable portion of the compensation of the members of the Management Board

The Supervisory Board, at its meeting on March 8, 2021, noted that the quantitative performance criteria for the 2020 financial year had not been met and therefore resulted in a quantitative portion of the variable portion equal to 0.

In order to take into account the consequences of the Covid-19 health crisis and to recognize the performance of the Executive Committee during this crisis, the Supervisory Board, at its meeting on March 8, 2021, on the recommendation of the Appointments, Compensation and Governance Committee, decided to submit to the vote of the general shareholders’ meeting the following revision of the quantitative performance criteria used for determining the variable portion of the compensation of the Chairman and members of the Management Board for the 2020 financial year: