2021 ordinary · 2021. 7. 1. · suez 2030 outlook gradually reflected in eps estimates 06/30/2021...
TRANSCRIPT
2021 ORDINARY
SHAREHOLDERS’ MEETING
06/30/2021
Disclaimer
This presentation contains estimates and/or forward-looking statements and information. These statements include financial
projections, synergies, estimates and their underlying assumptions, statements regarding plans, expectations and objectives
with respect to future operations, products and services, and statements regarding future performance. Such statements do
not constitute forecasts regarding SUEZ’s results or any other performance indicator, but rather trends or targets, as the case
may be. No guarantee can be given as to the achievement of such forward-looking statements and information.
Investors and holders of SUEZ securities are cautioned that forward-looking information and statements are subject to various
risks and uncertainties, which are difficult to predict and generally beyond the control of SUEZ, and that such risks and
uncertainties may entail results and developments that differ materially from those stated or implied in forward-looking
information and statements. These risks and uncertainties include, but are not limited to, those discussed or identified in the
public documents filed with the Autorité des Marchés Financiers (AMF). Investors and holders of SUEZ securities should
consider that the occurrence of some or all of these risks may have a material adverse effect on SUEZ. SUEZ is under no
obligation and does not undertake to provide updates of these forward-looking statements and information to reflect events
that occur or circumstances that arise after the date of this document.
More comprehensive information about SUEZ may be obtained on its Internet website (www.suez.com).
This document does not constitute an offer to sell, or a solicitation of an offer to buy SUEZ securities in any jurisdiction
06/30/2021 2021 Ordinary Shareholders’ Meeting 2
Philippe Varin
Chairman
LEGAL
OPENING
06/30/2021 2021 Ordinary Shareholders’ Meeting
Main documents made available
to the shareholders
• Universal registration document including
the Board of Directors’ management report
• Parent Company’s financial statements
and consolidated financial statements for 2020
• Text of draft resolutions and Board
of Directors’ report on the resolutions
• Board of Directors’ report on corporate governance
• Statutory auditors’ reports
06/30/2021 2021 Ordinary Shareholders’ Meeting 4
Agenda
06/30/2021 2021 Ordinary Shareholders’ Meeting
Introduction
by Mr. Philippe Varin, Chairman
Performance and strategy
Intervention of Mr. Bertrand Camus,
Chief Executive Officer
Financial results
Intervention of Mr. Julian Waldron,
Group Senior Executive Vice President
in charge of Finance
Agreement with Veolia
by Mr. Bertrand Camus,
Chief Executive Officer
Presentation of the statutory
auditors’ reports
Questions & Answers
Vote of the resolutions
1
2
3
4
5
6
7
8
Governance: presentation of the reports of the Board
of Directors and the reports of the Committees
by Mr. Philippe Varin, Chairman,
and by the Presidents of the Committees
5
IntroductionPhilippe Varin
Chairman
06/30/2021 2021 Ordinary Shareholders’ Meeting
1
2020, a year of profound transformation
SUCCESSFUL IMPLEMENTATION OF THE SUEZ 2030 PLAN
• Seamlessly steered by the management teams and rolled out across all teams
• A strategy that began bearing fruit with tangible results as early as 2020
• Expanded 2021 targets
EXEMPLARY COMMITMENT IN RESPONSE TO COVID-19
• Consistent and sustained teamwork between the management teams and the Board of Directors
• Strong employee commitment
• Essential services maintained for all of our customers
A YEAR OF VALUE CREATION
• For our shareholders
• For our customers
• For our employees
706/30/2021 2021 Ordinary Shareholders’ Meeting
Restructured governance reflecting the Group’s transformation
8
14 directors of which 82% are independent,
36% are not French, and 45% are women
Philippe Varin
Chairman of the
Board of Directors
of SUEZ
NEW EXPERTISE BROUGHT IN BY LEADING FIGURES
FROM INDUSTRY AND THE FINANCE SECTOR
Independent Director
Director representing
employees
Bertrand Camus
CEO
of SUEZ
Brigitte Taittinger-
Jouyet
Independent Director
Anne Lauvergeon
Independent Director
Chairwoman and CEO
of ALP SA
MiriemBensalah
ChaqrounIndependent Director Vice-
Chairwoman – CEO of Eaux
Minérales d’Oulmes
Guillaume Thivolle
Director representing
employee shareholders
Bertrand Meunier
Independent Director
Chairman of the Board
of Directors of Atos
Anthony R. Coscia
Partner and member
of the Executive Committee
of Windels Marx, LLP
Enric Amiguet
I Rovira
Employee-elected
Director
Philippe Petitcolin
Independent Director
Martha Crawford
Independent director
Agatta Constantini
Employee-elected
Director
Jacques Richier
Independent Director
Chairman of the Board of
Directors of Allianz France
Delphine Ernotte-
CunciIndependent Director
Chief Executive Officer
of France Télévisions
06/30/2021 2021 Ordinary Shareholders’ Meeting
A comprehensive, mutually beneficial agreement between SUEZ and Veolia
AD-HOC COMMITTEE ESTABLISHED IN SEPTEMBER 2020
UNWAVERING COMMITMENT AND COMPLETE COOPERATION BETWEEN
THE BOARD OF DIRECTORS AND THE MANAGEMENT TEAM
CONSTANT PRIORITIES OVER AN 8 MONTH PERIOD,
FOR THE BENEFIT OF OUR SHAREHOLDERS, CUSTOMERS AND EMPLOYEES
906/30/2021 2021 Ordinary Shareholders’ Meeting
An offer that benefits all SUEZ stakeholders
1006/30/2021 2021 Ordinary Shareholders’ Meeting
New offer from Veolia,
recommended by the SUEZ Board of Directors
Indicative timetable
July
2021
Mid-November
2021
End of
November
2021
December
2021
Beginning
2022
Declaration
of conformity
of the offer
by the AMF
and opening
of the offer
Clearance
by the European
Commission under
merger control
Closing
of the offer
Clearing
and settlement
of the offer
Re-opening
of the offer
Mandatory
delisting
12 April
2021
Agreement
in Principle
14 May
2021
Combination
Agreement
29 June
2021
Promise to purchase
from the consortium
Enhanced public offer
Recommended by the
Board of Directors
Performance and strategyBertrand Camus
Chief Executive Officer
06/30/2021 2021 Ordinary Shareholders’ Meeting
2
Clear objectives for the transformation, defined in 2019
12
To ensure profitable and
sustainable growth for SUEZ
To make performance a core
company priority
To build the Group’s culture
around strong values
IMPROVING VALUE CREATION FOR ALL STAKEHOLDERS
WITH TANGIBLE RESULTS FROM 2021
06/30/2021 2021 Ordinary Shareholders’ Meeting
A new structure enabling us to seize opportunities
13
Centralizing large industrial accounts
under a single management structure
Creating two global Business Units,
including Smart Environmental Solutions
Creating joint ventures to make
SUEZ a leader in digital technology
DRIVING STRATEGIC,
COMMERCIAL AND
FINANCIAL SUCCESS
Creating a global performance
management system, with an Operations
Department
06/30/2021 2021 Ordinary Shareholders’ Meeting
Innovation at the heart of the Group’s commercial growth in 2020
Joint venture with
Schneider Electric
Creation of a leading player in
digital water
Leveraging SUEZ's expertise in the water
sector and its experience with digital
solutions
Contract in Adelaide,
Australia
Smart solutions developed by
SUEZ, including AQUADVANCED
€170 M turnover over 5 years
Contract in Huabei,
China
Construction and operation of a
hazardous waste treatment plant
Implementing solutions to support
the local circular economy
€700 M turnover over 30 years
Strengthening the development
of innovative digital solutions
in the water sector
Reducing ecological impact on the
environment via pioneering solutions
1406/30/2021 2021 Ordinary Shareholders’ Meeting
SUEZ is taking action for a sustainable planet
15
In 2020, SUEZ defined its mission to craft
a sustainable environment, starting today
Aligning investment policies with climate
and environmental objectives
Indexing variable compensation policies
to sustainable development performance
Customizing roadmaps to entities
STRENGTHENING THE LINK BETWEEN OPERATIONAL PERFORMANCE
AND ENVIRONMENTAL PERFORMANCE
Quantifying objectives to protect
biodiversity
Fighting global warming
Centering our processes around
sustainable development
Strengthening the Group’s
commitments1 2
06/30/2021 2021 Ordinary Shareholders’ Meeting
Throughout the health crisis,
employees have been more committed than ever
16
Here in Naples, despite the difficulties, we are continuing
to work relentlessly to provide essential services. To all our
colleagues on-site and at home, we say “hang in there!
Live video message from Matteo Alfonsi,
Naples wastewater treatment plant operator, SUEZ Italy
‘‘
’’
Mobilizing
in the field to ensure
service continuity
Employee shareholding
setting new records
for participation
Employees
innovating to support communities
through Covid-19 City Watch
CLIENTS FIRST
RESPECT
TEAM SPIRIT
PASSION FOR THE
ENVIRONMENT
+50%
2nd
+100
1
of SUEZ employees in France have subscribed to “Sharing 2021”
the portion of Group shares held by SUEZ employees (5.6%)
cities are already using the solution
to obtain analytical results
SMCL innovation award
24Hless than
06/30/2021 2021 Ordinary Shareholders’ Meeting
Shared values driving
employee mobilization
4
3,2KOver
publications from
SUEZ accounts
K
30 mof potential views
positive feedbacks
and encouragements
The acceleration of SUEZ 2030 has already begun
to strengthen the Group in 2021
17
Acceleration of the performance plan
Value-creating asset rotation
Balanced return to shareholders
TANGIBLE RESULTS IN 2020AN EVEN STRONGER SUEZ PROFILE
IN 2021
EBIT: between €1.4 and €1.6 billion
Recurring EPS: between €0.80 and €0.85
Revenues > €16 billion
and a return to organic growth
Recurring free cash flow > €500 million
06/30/2021 2021 Ordinary Shareholders’ Meeting
(1) Assuming no return to a generalized, region-wide confinement situation, and constant FX and commodity prices
Financial resultsJulian Waldron
Group Senior Executive Vice President
in charge of Finance
06/30/2021 2021 Ordinary Shareholders’ Meeting
3
Resilient performance in 2020, with excellent year-end results
19
ORDINARY DIVIDEND PROPOSED OF €0.65 PER SHARE
€ billionRevenues 2020
€ millionEBIT 2020
17.2
780
-403 € millionReduction in net debt 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting
Outperformance
relative to
H2 projections
2020 in perspective
20
Jan.
Mar.
Jun.
Sept.
Dec.
Activity(organic revenue growth)
-0.9%H2 2020
-4.5%H1 2020
Northern Regions - Qatar
Edward C. Little - USA
Industry: SAIC Motor, PSA, Renault
Dijon Metropolitan Area - France
Tashkent - Uzbekistan
Luanda - Angola
Hingham - USA
Huabei - China
Industry: Arkema
Bangalore - India
Manila - Philippines
Adelaide - Australia
Commercial
momentum
Our
Purpose
Adapting to the
Covid-19 crisis
Highlights
Financial
trajectory H2
established
Acceleration of the
performance plan
Launch of SUEZ 2030
ESSAL
Minority
interests in SUEZ
NWS and Suyu
OSIS
Lanxess
Membranes
4.8%
Aquasure
R&R
Continental
Europe
06/30/2021 2021 Ordinary Shareholders’ Meeting
Acquisitions Cessions
Revenues 2020 by businesses
21
In €m
WATER
Customer support across
the board
Impact in tourist areas
In €m
R&V
Impact of the pandemic
on H1 volumes
H2 strong rebound and stronger
pricing in Europe
In €m
ETS
Resilient performance
of the industrial water activity
Declining volumes of industrial
waste
Organic growth vs 2019
H1 20 H2 20 Q1 21
3,6233,221
H1 20 H2 20 Q1 21
3,4513,848
H1 20 H2 20 Q1 21
1,642 1,819
-3.2%
1,5811,993
805
Organic growth vs 202006/30/2021 2021 Ordinary Shareholders’ Meeting
-2.7% +1.0%-6.6%
-3.3% -3.7%
+2.2%+11.8%+0.3%
2020 profitability
Strong contribution from the performance program and good cost control
22
In €m
(92)
Change, Scope,
Pensions & IFRS 5
(303)
Covidone-offs
(623)
Volumesincl. Covid
+240
Covidmitigation one-offs
+25
Price effect
+326
Impact of the performance
program
(202)
Others(mainly:
cost inflation)
1,408
780
06/30/2021 2021 Ordinary Shareholders’ Meeting
EBITDA 2020: €2,815 m
2019 2020
Improved financial profile
23
CHANGE in WCR
Positive contribution
€m
NET DEBT(1)
-€403 m vs 2019
€m
(1) Including €138 million of debt related to businesses to be divested in 2020, which completed in H1 2021
As of December 31, 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting
+ 202 9,749
Q1 2021
SUEZ achieves record performance
24
AT THE END OF JUNE, ACTIVITY IS OVERALL IN LINE WITH THE PERFORMANCE OF Q1,
SHOWING A STRONG RECOVERY FROM 2020 AND GROWTH FROM 2019
+5.9%
vs 2020
+6.2%
vs 2019
REVENUE
+17.0%
vs 2020
+14.6%
vs 2019
EBITDA
All targets for 2021
confirmed
EBIT: between €1.4 and €1.6 bn
Recurring EPS: between €0.80
and €0.85
Revenue > €16 bn
Recurring free cash flow > €500 m
TARGETS
06/30/2021 2021 Ordinary Shareholders’ Meeting
% organic growth
Investor and shareholder relations: transparency and openness
25
Gold Medal for Best Services
to Shareholders on the SBF 120
Doubling of the number of
interactions between 2019 and 2021
Innovation 2020: Covid Podcasts
more than 6,000 participants
in web conferences hosted
by Bertrand Camus ESG transparency: Taxonomy,
Factbook, SASB reporting
Shareholder relations:
a widely recognized commitment
to constructive communication
Investor Relations:
strengthened communication
and improved transparency
SRI funds: increased number
of contacts
06/30/2021 2021 Ordinary Shareholders’ Meeting
Apr-19 Jun-19 Aug-19 Oct-19 Dec-19 Feb-20 Apr-20 Jun-20 Aug-20 Oct-20 Dec-20 Feb-21 Apr-21 Jun-21
SUEZ 2030 outlook gradually reflected in EPS estimates
06/30/2021 2021 Ordinary Shareholders’ Meeting 26
€0.80
€0.70
€0.60
€0.50
Post 2020 results
revisions
Average of the consensus over the period
Initial 2021 guidance
Confirmed 2021 guidance
€0.80 to €0.85
Period
before
SUEZ 2030
announcement
Implementation
of SUEZ 2030
before the health
crisis
Revisions related
to the health
crisis
Confidence supported
by results and by
confirmed targets
06/30/2021 2021 Ordinary Shareholders’ Meeting 27
+15.4%
Since May 2019
Base 100 = May 14th, 2019
Change at closing price on April 12th, 2021
+59.8%
50
70
90
110
130
150
170
May-19 Nov-19 May-20 Nov-20
Base 100 = July 21st, 2008
Change at closing price on April 12th, 2021
+41.9%
+42.4%
30
50
70
90
110
130
150
Jul-08 Jul-10 Jul-12 Jul-14 Jul-16 Jul-18 Jul-20
Suez CAC 40 Euro Stoxx Utilities
Since 2008
Evolution of the stock market price of SUEZ
In summary
28
Transformation of SUEZ 2030
in tangible results
Debt reduction and continuation
of the dividends
Value creation through the share price
While ensuring
SUEZ’s key role
in essential
services
06/30/2021 2021 Ordinary Shareholders’ Meeting
Agreement with VeoliaBertrand Camus
Chief Executive Officer
06/30/2021 2021 Ordinary Shareholders’ Meeting
4
An agreement that benefits all SUEZ stakeholders
30
A PRICE OF €20.50 PER SHARE,
WHICH RECOGNIZES SUEZ’S VALUE
A NEW SUEZ WITH THE TECHNOLOGICAL AND INDUSTRIAL EXPERTISE
TO ENSURE THE BEST QUALITY OF SERVICE FOR OUR CUSTOMERS
SOCIAL GUARANTEES AND CAREER OPPORTUNITIES
FOR ALL SUEZ EMPLOYEES
06/30/2021 2021 Ordinary Shareholders’ Meeting
Clear priorities and full commitment throughout the coming months
31
VALUE
FOR THE GROUP
VISIBILITY
FOR OUR CUSTOMERS
COMMITMENT
TO OUR EMPLOYEES
06/30/2021 2021 Ordinary Shareholders’ Meeting
GovernancePhilippe Varin
Chairman
and Chairwomen
of the Board’s Committees
06/30/2021 2021 Ordinary Shareholders’ Meeting
5
• Chaired by Mrs Miriem Bensalah-Chaqroun
• 5 meetings in 2020; an attendance rate of 88%
• Monitoring of the SUEZ 2030 plan
• Review of the strategic options in the Veolia operation context
A committed governance, adapted to the context
A BOARD OF DIRECTORS FULLY COMMITTEDTO MONITORING THE HEALTH CRISIS AND THE VEOLIA OPERATION
06/30/2021 2021 Ordinary Shareholders’ Meeting 33
• CHAIRED BY MR PHILIPPE VARIN
• 22 MEETINGS IN 2020 + 1 STRATEGIC SEMINAR
• AN ATTENDANCE RATE OF 90%
THE STRATEGY COMMITTEE
• Chaired by Mrs Brigitte Taittinger-Jouyet
• 12 meetings in 2020; an attendance rate of 98%
• Review of the composition of the Board of Directors
• Alignment of executive compensation on the Group objectives
and CSR requirements
THE APPOINTMENT, COMPENSATION AND GOVERNANCE
COMMITTEE
• Chaired by Mrs Delphine Ernotte Cunci
• 11 meetings in 2020; an attendance rate of 98%
• Review of the financial impacts of the health crisis
• Monitoring of the implementation of the SUEZ 2030 plan
THE AUDIT AND FINANCIAL STATEMENTS COMMITTEE
• Chaired by Mrs Anne Lauvergeon
• 5 meetings in 2020; an attendance rate of 93%
• Monitoring of the management of the COVID-19 crisis
• SUEZ purpose and value proposition
THE CSR, INNOVATION, ETHICS, WATER AND SUSTAINABLE
PLANET COMMITTEE
• CHAIRED BY MR PHILIPPE VARIN
• COMPOSED OF THE CHAIRWOMEN OF THE 4 COMMITTEES + AN EMPLOYEE
DIRECTOR
• 38 MEETINGS SINCE SEPTEMBER 2020; AN ATTENDANCE RATE OF 96%
AN AD HOC COMMITTEE DEDICATEDTO THE MONITORING OF THE VEOLIA OPERATION AND THE EXAMINING OF ALTERNATIVES
Statutory auditors’ reportsStéphane Pédron
Partner
E&Y
06/30/2021 2021 Ordinary Shareholders’ Meeting
6
Statutory Auditors’ Reports
REPORTS RELATED TO THE RESOLUTIONS OF THE ORDINARY SHAREHOLDERS’ MEETING
• Statutory Auditors’ Report on the SUEZ financial statements
(Resolution nº1; Universal registration document: pages 375 to 378)
• Statutory Auditors’ Report on the consolidated financial statements of the SUEZ Group
(Resolution nº2; Universal registration document: pages 347 to 351)
• Statutory Auditors’ Special Report on the related party agreements and commitments
(Resolution nº8; Universal registration document: pages 258 and 259)
OTHER REPORTS
• Independent third party’s report on the consolidated non-financial performance statement included
in the Management Report (Universal registration document: pages 100 and 101)
• Statutory Auditors’ Report of reasonable assurance on a selection of consolidated information included
in the Management Report (Universal registration document: page 103)
06/30/2021 2021 Ordinary Shareholders’ Meeting 35
Questions & AnswersPhilippe Varin
Bertrand Camus
Jacques Audibert
06/30/2021 2021 Ordinary Shareholders’ Meeting
7
Vote of the resolutionsJacques Audibert
General Secretary
06/30/2021 2021 Ordinary Shareholders’ Meeting
8
For 234,056,254 99.384%
Against 1,450,814 0.616% APPROVED
Abstention 26,438,681
First resolution
APPROVAL OF THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
• Company’s net income: € 246,143,041.04
3806/30/2021 2021 Ordinary Shareholders’ Meeting
For 235,419,975 99.388%
Against 1,450,653 0.612% APPROVED
Abstention 25,075,121
Second resolution
APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2020
• Net income Group share: € -228 M
06/30/2021 2021 Ordinary Shareholders’ Meeting 39
For 235,163,767 89.778%
Against 26,775,407 10.222% APPROVED
Abstention 6,575
Third resolution
ALLOCATION OF THE NET INCOME FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
AND DETERMINATION OF THE DIVIDEND
• Payment of dividend for fiscal year 2020 submitted for approval: €0.65 per share
• Ex-Date: July 6, 2021
• Payment Date: July 8, 2021
06/30/2021 2021 Ordinary Shareholders’ Meeting 40
For 236,703,192 99.928%
Against 170,292 0.072% APPROVED
Abstention 25,072,265
Fourth resolution
RATIFICATION OF THE COOPTATION OF MR. BERTRAND MEUNIER AS DIRECTOR
• Term of office: until the General Meeting called to approve the financial statements
for the year ending December 31, 2023
• Independent Director
• Member of the Strategy Committee
• Main position: Chairman of the Board of Directors of Atos
06/30/2021 2021 Ordinary Shareholders’ Meeting 41
Fifth resolution
RATIFICATION OF THE COOPTATION OF MR. JACQUES RICHIER AS DIRECTOR
• Term of office: until the General Meeting called to approve the financial statements
for the year ending December 31, 2021
• Independent Director
• Member of the Audit and Financial Statements Committee
• Main position: Chairman of the Board of Directors of Allianz France
06/30/2021 2021 Ordinary Shareholders’ Meeting 42
For 236,705,118 99.929%
Against 167,510 0.071% APPROVED
Abstention 25,073,121
Sixth resolution
RATIFICATION OF THE COOPTATION OF MR. ANTHONY R. COSCIA AS DIRECTOR
• Term of office: until the General Meeting called to approve the financial statements
for the year ending December 31, 2021
• Main position: Partner and Executive Committee member of Windels Marx, LLP
06/30/2021 2021 Ordinary Shareholders’ Meeting 43
For 236,686,804 99.921%
Against 186,564 0.079% APPROVED
Abstention 25,072,381
Seventh resolution
RATIFICATION OF THE COOPTATION OF MR. PHILIPPE PETITCOLIN AS DIRECTOR
• Term of office: until the General Meeting called to approve the financial statements
for the year ending December 31, 2022
• Independent Director
• Main position: Director
06/30/2021 2021 Ordinary Shareholders’ Meeting 44
For 236,773,396 99.958%
Against 99,754 0.042% APPROVED
Abstention 25,072,599
Eighth resolution
APPROVAL OF A NEW RELATED-PARTY AGREEMENT AND THE STATUTORY AUDITORS’ SPECIAL
REPORT ON RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLES L. 225-38 ET SEQ.
OF THE FRENCH COMMERCIAL CODE
• Amendment to the syndicated facility agreement that the Company signed with banking establishments authorized by the Board
of Directors on February 26, 2019, previously approved by Shareholders’ Meeting in 2020 and continued during the past year
• Person concerned: Mrs. Brigitte Taittinger-Jouyet, Director of HSBC France
06/30/2021 2021 Ordinary Shareholders’ Meeting 45
For 261,903,469 99.990%
Against 27,032 0.010% APPROVED
Abstention 15,248
Ninth resolution
VOTE ON THE INFORMATION RELATING TO THE COMPENSATION OF CORPORATE OFFICERS
FOR 2020 AS SET OUT IN ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL CODE
• 2020 compensation of the corporate officers (Chairman of the Board, Chief Executive Officer and Directors)
• Average and median ratios between the compensations of the Chairman and CEO and the Company’s employees
and Group’s employees in France and their evolution over the last five years
06/30/2021 2021 Ordinary Shareholders’ Meeting 46
For 260,615,956 99.499%
Against 1,312,129 0.501% APPROVED
Abstention 17,664
Tenth resolution
VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020,
TO MR. JEAN-LOUIS CHAUSSADE, CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE PERIOD
RUNNING FROM JANUARY 1 TO MAY 12, 2020
• Compensation paid in fiscal year 2020 or awarded in respect of that year in accordance with the compensation policy approved
by the Shareholders’ Meeting of May 12, 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting 47
For 236,537,741 99.860%
Against 332,468 0.140% APPROVED
Abstention 25,075,540
Eleventh resolution
VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020
TO MR. PHILIPPE VARIN, CHAIRMAN OF THE BOARD OF DIRECTORS, FOR THE PERIOD RUNNING
FROM MAY 12 TO DECEMBER 31, 2020
• Compensation paid in fiscal year 2020 or awarded in respect of that year in accordance with the compensation policy approved
by the Shareholders’ Meeting of May 12, 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting 48
For 236,090,450 90.135%
Against 25,839,112 9.865% APPROVED
Abstention 16,187
Twelfth resolution
VOTE ON THE ELEMENTS OF COMPENSATION DUE OR AWARDED FOR FISCAL YEAR 2020
TO MR. BERTRAND CAMUS, CHIEF EXECUTIVE OFFICER
• Compensation paid in fiscal year 2020 or awarded in respect of that year in accordance with the compensation policy approved
by the Shareholders’ Meeting of May 12, 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting 49
For 239,589,215 91.472%
Against 22,338,426 8.528% APPROVED
Abstention 18,108
Thirteenth resolution
VOTE ON THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD
OF DIRECTORS FOR FISCAL YEAR 2021
• Renewal of the Chairman’s compensation policy as approved by the Shareholders’ Meeting of May 12, 2020
06/30/2021 2021 Ordinary Shareholders’ Meeting 50
For 236,273,386 90.215%
Against 25,627,901 9.785% APPROVED
Abstention 44,462
Fourteenth resolution
VOTE ON THE COMPENSATION POLICY OF THE CHIEF EXECUTIVE OFFICER FOR FISCAL YEAR 2021
• Renewal of the Chief Executive Officer’s compensation policy approved by the Shareholders’ Meeting of May 12, 2020
• Greater emphasis on the integration of environmental, corporate and social responsibility criteria into the evaluation
of the Chief Executive Officer’s performance
• Specification and clarification of the qualitative criteria for annual variable compensation and the vesting scale for multi-year variable
compensation
06/30/2021 2021 Ordinary Shareholders’ Meeting 51
For 235,530,136 93.847%
Against 15,441,917 6.153% APPROVED
Abstention 10,973,696
Fiftheenth resolution
VOTE ON THE COMPENSATION POLICY OF DIRECTORS FOR FISCAL YEAR 2021
• Compensation of Directors (apart from the Chairman of the Board, the Chief Executive Officer, and the Directors representing
employees and employee shareholders) linked to the attendance at meetings of the Board of Directors and its Committees
• Maximum amount of the annual budget is € 700,000 and remains unchanged since 2014
06/30/2021 2021 Ordinary Shareholders’ Meeting 52
For 247,652,126 99.951%
Against 121,205 0.049% APPROVED
Abstention 14,172,418
Sixteenth resolution
POWERS FOR FORMALITIES
06/30/2021 2021 Ordinary Shareholders’ Meeting 53
For 261,908,597 99,988%
Against 30,729 0.012% APPROVED
Abstention 6,423
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