Appointment & Remuneration Committee

Responsibilities

The Committee's assignment is to propose the following to the Board:

• The compensation to be paid to the Executive Officers, including the procedures for setting the variable part thereof and the grant of possible benefits in kind
• All provisions relative to the retirement of the Executive Officers
• Installation of stock option plans, allocation of free shares
• Realization of capital increases reserved for the employees
• Possible candidacies for filling director's positions, positions as CEO or positions as a member of a Board Committee

The Committee is also consulted with respect to the evolution of the compensation of the other members of the C-Com.

Finally, the Committee may also be led to consider any question that might be submitted to it by the Chairman in connection with one of the matters mentioned above.

Membership

The Appointment and Remuneration Committee is chaired by Mrs. Colette Lewiner*. Members of the Appointment and Remuneration Committee are:

• Mr. Robert Semmens
• Mrs. Heidi Petersen*
• Mr. Patrice Guillaume

(*) Independent director