Carmila

Information Relating to Executive Corporate Officer Compensation - Seite 2

Annual variable compensation: the variable portion of compensation for the Deputy Chief Executive Officer is equal to 50% of his gross fixed compensation if the performance criteria are achieved at 100%, and up to 100% of his gross fixed compensation if the performance criteria are achieved at 200%. It is determined based on general quantitative criteria (40%), individual quantitative criteria (30%) and individual qualitative criteria (30%).

The Board of Directors, on the recommendation of the Nomination and Compensation Committee, determined that Sébastien Vanhoove’s overall performance criteria were met at a level of 143%, corresponding to annual variable compensation of €153,859.

Long-term compensation: under the authorisation granted by the Annual General Meeting of 11 May 2023, the Board of Directors allocated 15,000 free shares to Sébastien Vanhoove, subject to service and performance conditions.

In addition, on 29 June 2023, the Board of Directors, having noted that the performance criteria for the free share plan of 29 June 2020 had been met, decided to convert the 6,022 class D shares allocated to Sébastien Vanhoove into 6,022 class A shares (ordinary shares).

ii. Compensation policies for corporate officers for 2024

In accordance with the provisions of Article L.225-37-2 of the French Commercial Code, the 2024 remuneration policy for corporate officers was approved by the Board of Directors on 13 February 2024, on the advice of the Remuneration and Appointments Committee,

Taking into account the dialogue between shareholders, the results of votes taken at the Annual General Meeting, the recommendations of voting advisory agencies and non-financial rating agencies, as well as best practice in the marketplace, the Board of Directors considered the changes that could be made to the company's governance.

In this context, and following the governance roadshows organised in early 2024 with the participation of the Lead Independent Director, the Board of Directors, on the recommendation of the Remuneration and Appointments Committee, wished to make certain changes and/or clarify certain elements of the remuneration policy applicable to corporate officers for the 2024 financial year.

These relate to :

(i) The possibility for the Board of Directors to depart from the remuneration policy, solely in respect of the variable annual or long-term remuneration component;
(ii) The setting of a ceiling corresponding to a maximum of 2 years' fixed remuneration, with regard to the ability of the Board of Directors to allocate exceptional compensation to the Chairman and Chief Executive Officer and the Chief Operating Officer; and