Finance

Governance / Executive Board

Le Dirctoire du Groupe M6
Members of the Management Board Age  Principal function within the company  Date of first appointement    Expiry date of appointement  Biography
Nicolas de Tavernost 67 Chairman of the Executive Board 26/05/2000 2020 Download
Thomas Valentin 63 Vice-Chairman of the Executive Board in charge of Programming and Content 26/05/2000 2020 Download
Christopher Baldelli 53 Vice-Chairman of the Executive Board in charge of Radio and News (excl. magazines)
07/11/2017 2020 Download
Jérôme Lefébure 55 Member of the Executive Board in charge of Finance and Support Functions 25/03/2010 2020 Download
David Larramendy 43 Member of the Executive Board, Managing Director of both M6 Publicité and M6 Interactions 17/02/2015 2020 Download

The Executive Board is appointed for a period of three years and has five members, all natural persons designated by the Supervisory Board, compensated by Métropole Télévision Group and aged under 70 years.

The Executive Board has the widest possible powers to act in all circumstances on behalf of the Company with third parties pursuant to Article 18 of the Bylaws.

However, investments and divestments whose unit cost is not provided for in the budget and has an impact exceeding €20 million on the Group’s financial position require the prior approval of the Supervisory Board (Article 24.3 of the Bylaws in section 1.6 of this document).

The Executive Board meets as often as required in the interests of the Company. In 2017, the Executive Board met 31 times, with minutes kept for each of these meetings. The Executive Board prepares all files to be submitted to Supervisory Board meetings by providing a detailed presentation of the situation of each activity of the Group during the previous quarter. To that end, the Executive Board ensures the relevance of operating management indicators presented to the Supervisory Board in order to reflect developments affecting the various activities and businesses.

The Executive Board collectively examines and takes decisions on investment projects submitted to it by operating teams.

The Executive Board also approves the Group’s half-year and annual financial statements, provisional management documents and wording of the management report, which are subsequently presented for review by the Supervisory Board. Lastly, the Executive Board decides on the Group’s financial communication.

In addition, the Executive Board directs the Group’s senior executive managers by calling regular meetings of:
– the Executive Committee, comprising the main operational and functional managers, which is in charge of implementing the Executive Board’s major operational and strategic decisions;
– the Management Committee, comprising the main managers responsible for activities and functional services, which inform the Group on business management.

Principles and rules determining Executive Board members’ remuneration and fringe benefits

In application of Article L. 225-37-3 of the Commercial Code, the total remuneration received by the Group’s Board members, including benefits, was as follows, it being noted that this chapter was prepared with the assistance of the Remuneration Committee.

Every year, the Supervisory Board, upon proposal by the Remuneration Committee, sets the Executive Board members’ remuneration policy with reference to the AFEP/MEDEF recommendations on the governance of listed companies.

 

All members of the Executive Board concurrently hold an employment contract with a term of office as Director, noting that Nicolas de TAVERNOST’s employment contract has been suspended since 6 December 1990 and will remain so until his term of office as Chairman of the Executive Board expires. This suspension has been confirmed by the Supervisory Board at each collective renewal of the terms of office, including in February 2017.

This suspension is motivated by the fact that the creation of the channel M6 in 1987 was only possible through the combination of the drive of its historical shareholders and the energy invested by the initial salaried staff, including Nicolas de TAVERNOST. When he was appointed as a corporate officer in 1990, the shareholders sought to maintain that initial employment contract (suspended) since the future of the channel was not assured at that time. The Group’s subsequent development, the result of the work carried out by its management, and the evolution of its governance have never erased this particular relationship between the Group and one of its founders, justifying the continued suspension of the employment contract.

In addition, Nicolas de TAVERNOST will now be subject to a non-compete obligation for a period of twelve months following his departure.

 

Policy to determine the fixed and variable remuneration of the members of the Executive Board

The remuneration policy sets all fixed, variable and exceptional components of remuneration, in addition to the long-term incentive and employee retention plans granted in the form of free shares as well as other commitments of any nature undertaken by the Company for the benefit of its directors and senior executives.

It is not only based on technical performance, results achieved, level of responsibility assumed, but also on practices observed in comparable companies and remuneration paid to other operational managers of the company.

The remuneration of members of the Executive Board is paid by the parent company Métropole Télévision, with the exception of David LARRAMENDY, whose salary is paid by M6 Publicité.

The remuneration of Christopher BALDELLI, member of the Executive Board since 7 November 2017, was until 31 December 2017 paid by EDIRADIO and will be paid by Métropole Télévision as of 1 January 2018.

FIXED COMPONENTS OF REMUNERATION

The fixed component of Executive Board members’ remuneration is:

  • paid in 12 monthly instalments in the case of Nicolas de TAVERNOST, in respect of his role as a corporate officer, and in 13 monthly instalments in the case of the other members, in respect of their employment contracts,
  • augmented by a benefit in kind equal to the value of their company car, it being specified that this is the sole benefit in kind that they receive.

The fixed remuneration of the members of the Executive Board was last revised in relation to:

  • Nicolas de TAVERNOST, on 1 January 2016,
  • Thomas VALENTIN, on 1 January 2010,
  • Jérôme LEFEBURE, on 1 January 2017, up 2.5% after 5 years of stability,
  • David LARRAMENDY on 1 January 2018, to correct the discrepancy noted in relation to comparable positions in the advertising market.

VARIABLE COMPONENTS OF REMUNERATION

The variable component of the remuneration of each member of the Executive Board is comprised of two components, each calculated based on one or two performance criteria, for which an annual target is set by the Supervisory Board to enable payment of the maximum amount and a minimum performance level under which no variable component will be paid.

As such, the criteria applied to each individual are as follows:

  • For Nicolas de TAVERNOST:

– 70% calculated according to a Group EBITA target,

– 30% calculated according to two audience targets, including 15% assessed on the cumulative audience share (4+ years target) of all Group channels, and 15% assessed on the audience share (WRP < 50 target) of the Group’s free-to-air channels.

It is specified that this variable component relates exclusively to his role as corporate officer.

  • For Thomas VALENTIN:

– 70% related to his employment contract, including 49% calculated according to a Group EBITA target, and 21% calculated according to two audience targets, with 10.5% assessed on the cumulative audience share (4+ years target) of all Group channels, and 10.5% assessed on the audience share (WRP < 50 target) of the Group’s free-to-air channels;

– 30% related to his role as a corporate officer and entirely assessed on the same two audience criteria due to his responsibilities as Head of Television Programming and Content.

As such and overall, the variable component calculated according to audience figures represents 51% and the component calculated according to Group EBITA is 49%.

  • For Jérôme LEFEBURE:

– 78.5%, related to his employment contract and calculated according to a Group EBITA target, due to his responsibilities as Chief Financial Officer and Head of the Group’s Support Functions;

– 21.5% related to his role as a corporate officer and calculated according to two audience targets, with 10.75% assessed on the cumulative audience share (4+ years target) of all Group channels, and 10.75% assessed on the audience share (WRP < 50 target) of the Group’s free-to-air channels.

  • For David LARRAMENDY:

– 86% related to his employment contract and calculated according to a consolidated advertising revenue target, due to his role as Managing Director of M6 Publicité;

– 14% related to his role as a corporate officer and calculated according to EBITA.

  • For Christopher BALDELLI and with exclusive effect from 2018:

– 90% related to his employment contract, of which 50% calculated according to a Group EBITA target and 40% according to the audience share of the Group’s radio stations, due to his role as Director of the Group’s Radio Broadcasting;

– 10% related to his role as a corporate officer and calculated according to the Television audience share, as a result of the intra-company responsibility he exercises in relation to news reporting. 5% of this portion will be assessed on the 4+ years target of all Group channels, and 5% assessed on audience shares (WRP < 50) for the Group’s free-to-air channels.

The variable remuneration of the members of the Executive Board was last revised in relation to:

  • Nicolas de TAVERNOST, on 1 January 2016,
  • Thomas VALENTIN, on 1 January 2007,
  • Jérôme LEFEBURE on 1 January 2017, in order to adjust the amount, unchanged since 2008, to reflect his wider responsibilities.
  • David LARRAMENDY on 1 January 2018, in order to promote the achievement of ambitious sales targets.

The expected level of achievement for all criteria of variable remuneration, all of a quantitative nature, is established precisely every year based on budget targets but is not disclosed on the grounds of confidentiality.

The variable remuneration of all employee beneficiaries (including members of the Executive Board) due in respect of a financial year are paid during the following financial year.

EXCEPTIONAL REMUNERATION

An exceptional bonus of €100,000 was paid to Jérôme LEFEBURE in October 2017 on account of his essential contribution to the transaction to purchase the radio division. It may be noted that no other exceptional remuneration was paid during the 2017 financial year to Executive Board members.

 

Allocation of options to subscribe or purchase shares and allocation of free shares to members of the Executive Board

On 10 March 2009, the Supervisory Board decided to introduce a number of rules to provide a future framework for all allocations of options to subscribe or to purchase shares and all allocations of free shares for the benefit of members of the Executive Board.

At the outset, it is noted that as of the date on which this document was drafted, no executive director has received any stock options.

ALLOCATION LIMITS

The allocation of free shares for the benefit of members of the Executive Board shall now be subject to the following collective and individual limits:

COLLECTIVE LIMITS

The total amount, determined under IFRS 2, of free shares allocated to all the members of the Executive Board, with effect from 1 January 2009, may not exceed 15% of the total amount authorised by the Extraordinary General Meeting;

Based on the authorisation granted by the General Meeting of 26 April 2016, this amount may represent a maximum of 345,000 shares, based on the Company’s current share capital, or 0.3% of the share capital.

 INDIVIDUAL LIMITS

The Supervisory Board has set two distinct limits:

  • One for Nicolas de TAVERNOST, as Chairman of the Executive Board, which has set the cumulative amount, determined under IFRS 2, of options to subscribe or to purchase shares and free shares which could be allocated to him during a given financial year.

This amount may not exceed 150% of his gross fixed and variable remuneration, due in respect of the financial years preceding the year of allocation.

  • A second for the other members of the Executive Board, which has set the cumulative amount, determined under IFRS 2, of options to subscribe or to purchase shares and free shares which could be allocated to them during a given financial year.

This amount may not exceed 100% of their gross fixed and variable remuneration, due in respect of the financial years preceding the year of allocation.

RETENTION COMMITMENT

Following the latest revision of the AFEP-MEDEF Code published in November 2016, the Supervisory Board maintained, with regard to Executive Board members, the obligation to retain, as registered shares and unconditionally, 20% of the shares arising from the exercise of the options to subscribe or to purchase shares, as well as shares allocated free of charge, until the end of their terms of office, even if Article 22 of the Code only requires a minimum quantity that is likely to be revised each time the term of office is renewed.

PERFORMANCE CONDITIONS

Allocations of free shares granted for the benefit of members of the Executive Board must be subject to demanding performance conditions and at least identical to those imposed on all other potential beneficiaries of any other allocation plan.

With effect from the 2017 financial year, the Supervisory Board decided that the performance condition required for the Executive Board will now be exclusively multi-year, setting it at three cumulative financial years, with a requirement of continued employment at the end of this period.

As such, the performance conditions are those required by earlier three-year long-term incentive plans (LTIP), previously allocated in addition to the annual allocation of free shares subject to an annual performance condition.

This motivational system is in line with previous long-term incentive plans, having been implemented in 2011 for the years 2011/2012/2013, and subsequently in 2014 for the financial years 2014/2015/2016.

In 2017, this multi-year remuneration mechanism was again subject to a value creation obligation, after return on capital employed, and equal to the profit from recurring operations after tax, less the expected return on capital employed. Value creation is calculated each year based on the expected return from the stock market value at the start of a three-year period and supplemented by the investments made over the course of each financial year. As such, the quality of the investment projects and the management of the working capital requirement, rather than operating profit alone, are used to assess performance.

This performance is required for a cumulative three-year period, and remuneration in shares will reflect the achievement of the objectives according to a scale set at the start of the three-year period.

The 2017 allocation thus formalises the performance expected for the years 2017, 2018 and 2019, and an identical system is planned for 2018 to apply to the years 2018, 2019 and 2020. The benefit of this three-year rolling system is to not freeze three-year performance periods.

In this way, and in strict compliance with the collective and individual limits described above, the amount of each annual allocation has been revised. Within this framework, the members of the Executive Board may be granted a maximum of 79,167 free shares out of the 217,667 shares reserved for all beneficiaries, subject to a further period of presence within the Group in the first quarter of 2020.

Lastly, it is specified that following the purchase of the RTL radio stations in October 2017, during its meeting on 2 October 2017 the Executive Board expanded this three-year scheme to benefit 4 senior executives of acquired companies, including Christopher BALDELLI.

These individuals may receive a maximum of 8,917 shares under the same conditions as those set out in the LTIP approved on 26 July 2017, namely M6 Group value creation for the three years 2017/2018/2019 and continued employment during the first quarter of 2020.

OTHER PROVISIONS APPLICABLE TO MEMBERS OF THE EXECUTIVE COMMITTEE IN THE AREA OF OPTIONS AND FREE SHARES

It should be noted that the members of the Executive Board have made a formal commitment not to enter into a hedging transaction for their risk where they benefit from the allocation of free shares or options to subscribe for or purchase shares and from the allocation of free shares (the latter not being used by the Group).

Also, the Supervisory Board decided to prohibit transfers of free shares by members of the Executive Board during the Company’s following financial communication periods:

  • For 2017:

– from 22 January to 2 March 2017

– from 5 April to 5 May 2017

– from 25 June to 4 August 2017

– from 17 October to 17 November 2017.

  • For 2018:

– from 21 January to 1 March 2018

– from 30 March to 29 April 2018

– from 24 June to 3 August 2018

– from 23 October to 23 November 2018.

 

Free share allocation plans granted to members of the Executive Board

Free shares are granted to members of the Executive Board, as described previously, at the same time as those granted to other employees of the Group. The quantity granted reflects the assessment of individual performance.

Since the introduction of free share plans, allocated shares have been purchased on the market rather than newly issued. Allocations of free shares have not therefore caused any dilution.

FREE SHARES ALLOCATED DURING THE 2017 FINANCIAL YEAR

ALLOCATION VOLUME

In accordance with the authorisation granted by the Combined General Meeting of 26 April 2016 in its 14th resolution, the Executive Board decided on 26 July 2017 to grant 225,000 shares under the three-year LTIP 17-19 plan to a number of executives, including the Executive Board, as explained previously.

 COMPLIANCE WITH ANNUAL ALLOCATION LIMITS

At the end of this July 2017 allocation, all the shares allocated to Executive Board members as part of the authorisation of the Annual General Meeting of 26 April 2016 accounted for, at the date on which this Document was drafted, 10.2% of the total amount (4.4% for Nicolas de TAVERNOST, 2.5% for Thomas VALENTIN, 2.1% for Jérôme LEFEBURE, 1.7% for David LARRAMENDY and 0.2% for Christopher BALDELLI), thus respecting the Supervisory Board decision of 10 March 2009 and the AFEP/MEDEF recommendations, as explained in in Paragraph 2.3.1.2.

 FREE SHARES ALLOCATED IN THE PREVIOUS YEAR (2016)

Regarding the allocation of free shares in July 2016, during its meeting of 21 February 2017 the Supervisory Board had established the attainment of performance criteria required

  • for the 2016 financial year, and approved during its meeting of 20 February 2018 the additional performance condition required for the Executive Board which demands that the Group’s gross advertising market share be higher than 20% over the financial year concerned (2016) and the following financial year (2017). This level of performance was achieved during both financial years.
  • for the 2014/2015/2016 LTIP, and confirmed the achievement of the target.

As such, the Supervisory Board has authorised the Executive Board to complete the payment of the shares in July 2018 subject to the continued employment of each of the beneficiaries on this same date.

 FREE SHARES VESTED IN 2017

These shares resulted from the free share plan of 28 July 2015 which, for the Executive Board, was conditional not only on the achievement of the consolidated net profit objective, but also on the achievement of an advertising market share for 2015 and 2016. Given the figure achieved in comparison with the target, the number of shares definitively allocated represents 100% of the maximum number authorised.

The number of shares definitively allocated complies with the rules on maximum allocations referred to in Paragraph 2.3.1.2. These shares already issued were thus granted on 28 July 2017, the 2015-2016 performance condition having been validated by the Supervisory Board in February 2017.

 

Benefits subsequent to term of office

In addition, on the same subject and under the same conditions as Group employees, the members of the Executive Board benefit from a legal end of career payment.

Moreover, since the conclusion of the referendum agreement dated 22 May 2007 (and its corrective amendment of 25 June 2014) establishing a supplementary defined contributions pension scheme, the members of the Executive Board have benefited, as do all of the Group’s employees whose remuneration during the year n-1 exceeds 4 PASS (Annual Social Security Ceiling), from a supplementary and compulsory defined contributions pension scheme (Article 83 of the General Tax Code) that enables the establishment of an individual retirement savings account to finance the payment of a life-time annuity.

The reference base for eligibility is comprised of the remuneration for year n-1, it being specified that the remuneration refers to the gross annual remuneration made up of the AGIRC and ARRCO contributions base i.e. that defined in Article L. 242-1 of the French Social Security Code.

Individual pension accounts under supplementary schemes are paid at a rate of 9.13% for tranches B (floor) and C (ceiling) of basic gross annual salaries (excluding primes and bonuses) broken down as follows:

  • 71 % to be paid by the employer,
  • 42 % to be paid by the employee.

Employer contributions paid to an insurer and recognised by the Company during the 2017 financial year in respect of pension commitments are detailed individually in Paragraph 2.3.2, Tables (5). These mandatory contributions are payable by the employer at the end of each quarter, such contributions being calculated each month based on the slips. The employer portion of the contributions is subject to the corporate contribution rate of 20%.

In 2017, the charge paid by the employer totalled €61,939 for all members of the Executive Board and cumulative payments made by all members of the Executive Board totalled €37,098.

At the date of preparation of this report, the estimated amount of the annuity of each member of the Executive Board, contingent upon contributions being paid at the same rate until retirement age (66 or 67 years), is as follows:

  • Nicolas de TAVERNOST: €15,032 annually,
  • Thomas VALENTIN: €17,369 annually,
  • Jérôme LEFEBURE: €30,264 annually,
  • David LARRAMENDY: €36,810 annually,

 

Non-compete agreement

All members of the Executive Board are bound by individual non-compete agreements:

  • Nicolas de TAVERNOST in respect of the duties performed as part of his term of office. At its meeting of 21 February 2017, the Supervisory Board maintained Nicolas de TAVERNOST’s non-compete agreement, which would apply in any case resulting in the termination of his duties and would trigger the payment, over 12 months, of compensation equating to 50% of the fixed and variable remuneration received during the previous twelve months.

The Supervisory Board retains the option to release Nicolas de TAVERNOST from this commitment.

  • Other members of the Executive Board, in respect of their employment contracts, notably:

– Thomas VALENTIN for a period of 3 months and he would receive fixed-rate remuneration of 50% of his fixed remuneration received over the previous twelve months;

– Jérôme LEFEBURE for a period of 3 months and he would receive fixed-rate remuneration of 50% of his fixed remuneration received over the previous twelve months;

– David LARRAMENDY for a period of 12 months and he would receive fixed-rate remuneration of 50% of his remuneration received over the previous twelve months;

– Christopher BALDELLI for a period of 9 months and he would receive fixed-rate remuneration of 50% of his remuneration received over the previous twelve months;

In accordance with Paragraph 23.3 of the AFEP-MEDEF Code, the Supervisory Board may, upon the opinion of the Remuneration and Appointments Committee, release one or several members of the Executive Board from this agreement.

 

Exclusivity commitment

For the duration of his present and future terms of office as Chairman of the Executive Board, Nicolas de TAVERNOST undertakes to dedicate his working time exclusively to the duties he carries out within the Company, with the exception of the fulfilment of his role as a lecturer at the university Sciences-Po Paris and the corporate terms of office he currently holds (renewed where applicable) within M6 Group and RTL Group as well as outside these groups (as specified in Section 2.2 of this Registration Document). Any other role (with the exception of the renewal of his existing terms of office, and the executive positions he holds in family-owned asset holding companies) must be authorised in advance by the Supervisory Board once the Remuneration Committee has issued its opinion.

 

Severance pay

In application of the recommendations published in the AFEP-MEDEF Corporate Governance Code for listed companies, the Supervisory Board meeting of 10 March 2009 approved the Remuneration Committee’s proposal seeking to standardise all severance pay agreed for the benefit of the members of the Executive Board by specifying (a) the taxable base and (b) the circumstances giving rise to this compensation (c) the payment of which remains subject to the performance condition introduced by the Supervisory Board on 3 March 2008.

This individual mechanism was the subject of an amendment to the employment contracts of Thomas VALENTIN and Jérôme LEFEBURE, duly authorised by the Supervisory Board, as well as for Christopher BALDELLI upon his appointment by the Supervisory Board on 7 November 2017.

Arising from his term of office as Chairman of the Executive Board, Nicolas de TAVERNOST benefits from a compensation for breach of contract, while the other members of the Executive Board have contractual compensation included in their employment contracts in the event of termination at the initiative of the Company, for any motive excluding misconduct or serious offence.

This severance pay was approved by the Annual General Meeting of 28 April 2015 in its 5th to 7th ordinary resolutions, in accordance with Article L.225-90-1 of the French Commercial Code.

EVENT OF PAYMENT OF SEVERANCE PAY

At its meeting of 21 February 2017, the Supervisory Board specified that the compensation mechanism in the event of the termination of the duties of Nicolas de TAVERNOST, implemented in 2008, would apply to all instances of termination as of 21 February 2017.

This change in mechanism is warranted by Nicolas de TAVERNOST’s agreement to continue his term of office beyond its initial expiry in 2018 and the exceptional character of his contribution to the creation of the company in 1987, its continued growth and development and his strong performance, year after year.

During the same meeting, the Board also decided to maintain unchanged, from 21 February 2017, the pre-existing conditions applicable to the termination of the duties of Thomas VALENTIN and Jérôme LEFEBURE. Payment of compensation for breach of contract is limited to cases in which their contract of employment is terminated for reasons other than dismissal for gross misconduct or serious negligence, resignation, or failure to perform their duties satisfactorily. Severance pay is not therefore paid out in the event of a change in role within the Group.

At its meeting of 7 November 2017, the Supervisory Board extended this mechanism to include Christopher BALDELLI upon his appointment to the Executive Board, under the same conditions as those set out for Thomas VALENTIN and Jérôme LEFEBURE.

Moreover, David LARRAMENDY benefits from the provisions of the National Agreement for Advertising relating to severance pay.

 BASIS FOR CALCULATION OF SEVERANCE PAY

Severance pay would be equal to the difference between (i) 24 months’ gross monthly remuneration calculated based on the total fixed and variable remuneration (excluding free shares, LTIP, stock-options and similar benefits) received over the course of the 12 months preceding the termination of the term of office of the member of the Executive Board and (ii) the cumulative amount of (a) the legal and contractual redundancy or retirement (either voluntary or enforced) pay due in respect of the termination of the employment contract and (b) the total amount of the financial consideration of the aforementioned non-compete commitment if such consideration is due to Nicolas de TAVERNOST, Thomas VALENTIN, Jérôme LEFEBURE or Christopher BALDELLI. This commitment will not apply in the event of dismissal for gross misconduct personally committed by the member of the Executive Board contrary to the interests of the Company.

MAINTAINED PERFORMANCE CONDITION

The payment of this severance pay will, in accordance with Article L. 225-90-1 of the French Commercial Code, remain subject to the fulfilment of a performance related condition defined as follows: METROPOLE TELEVISION Group’s profit from recurring operations (EBITA) for the 48 months preceding the termination of the term of office shall be equivalent to at least 80% of the budgeted target for this same aggregate such as approved by the Supervisory Board.

The amount of severance pay will be calculated on a straight-line basis according to the percentage of the profit from recurring operations (EBITA) achieved in relation to the budgeted target, it being specified that the compensation will be due in full as soon as the percentage achieved is equal to or higher than 90% of the budgeted target. No severance pay shall be paid when profit from recurring operations (EBITA) for the 48 months prior to the termination of the term of office proved lower than 80% of the budgeted objective. Payment of severance pay is subject to prior acknowledgement by the Supervisory Board that the performance condition has been fulfilled.

It is noted that where appropriate in the event of the reinstatement of Nicolas de TAVERNOST’s employment contract following the termination of his term of office as Chairman of the Executive Board, the severance pay due to Nicolas de TAVERNOST will be calculated based on his total length of service within the Group, including in respect of his corporate office, and on the average gross monthly remuneration (excluding free shares, LTIP, options and similar benefits) received by Nicolas de TAVERNOST as Chairman of the Executive Board or as an employee during the twelve months preceding the date of termination of his employment contract.

This mechanism was submitted to a vote of shareholders at the Annual General Meeting of 26 April 2017 under the provisions of Articles L. 225-82-2 and L. 225-86 and subsequent of the French Commercial Code and took effect following its approval by the Annual General Meeting of Shareholders.

Concerning Christopher BALDELLI, member of the Executive board since 7 November 2017, this mechanism will be submitted to a vote of shareholders at the Annual General Meeting of 19 April 2018 under the provisions of Articles L. 225-82-2 and L. 225-86 and subsequent of the French Commercial Code and will take effect subject to its approval by the Annual General Meeting of Shareholders.

It is noted that in accordance with legislation and the recommendations of the AFEP-MEDEF Code (Paragraph 26), the remuneration items due or allocated in respect of the financial year ended 31 December 2016 to Nicolas de TAVERNOST, as Chairman of the Executive Board, and Thomas VALENTIN, Jérôme LEFEBURE and David LARRAMENDY, as members of the Executive Board, were submitted to the advisory vote of shareholders at the Combined General Meeting of 26 April 2017, in the 8th and 10th resolutions, approved at 86.41% and 87.14% of the respective votes cast.