Wendel Se · EURONEXT:MF
Wendel — Shareholder Meeting (May 2025)
87 slides from Wendel's shareholder meeting presentation, May 15, 2025
Slide 1: Shareholders' Meeting
Shareholders’ Meeting Assemblée générale MAY 15, 2025
Slide 2: Agenda
Agenda 2024 highlights, Asset Management & Principal Investments Performance by Laurent Mignon, Group CEO 2025 and recent events by David Darmon, Member of the Executive Board and Group Deputy CEO ESG performance by Christine Anglade, Director of Sustainable Development and Communication, Executive
Slide 3: 2024 highlights, Asset Management & Principal Investments Performance
2024 highlights, Asset Management & Principal Investments Performance Laurent Mignon, Group CEO
Slide 4: A strong 2024 performance leads to 17.5% growth of proposed dividend
A strong 2024 performance leads to a strong 17.5% growth of proposed dividend Strong 2024 value creation : NAV up 16.9% (1) Principal Investments Third party AM platform IK Fee Related Earnings : Significant Value Creation : €69.9m, +€21.1 per share above expectations Strong Bureau Veritas 2024 AuM:
Slide 5: Delivering strong and recurring returns to shareholders
Delivering strong and recurring returns to shareholders, in line with the strategic roadmap published in 2023 Proposing a €4.70 per share dividend, up +17.5% Representing a yield of c.5.2%(1) on Share Price and >2.5% of NAV €100 million share buyback launched in October 2023 completed in July 2024.
Slide 6: In 2024, we took some major steps to create long term value
In 2024, we took some major steps to create long term value Acceleration towards dual model to drive higher Principal Investments performance Asset Management Value creation(1): • GP value growth: up +57% in NAV since IK • Bureau Veritas LEAP28 mid term plan Value creation acquisition • Strategic M&
Slide 7: Fully diluted Net Asset Value of €185.7 per share as of December 31, 2024
Fully diluted(1) Net Asset Value of €185.7 per share as of December 31, 2024 (in millions of euros) December 31, 2024 Listed equity investments Number of shares Share price(2) 3,793 • Bureau Veritas 120.3 million €29.5 3,544 • IHS 63.0 million $3.2 192 • Tarkett €10.5 57 Investments in unlisted asse
Slide 8: €27.4 per share of intrinsic value creation in 2024
€27.4 per share of intrinsic value creation in 2024: +16.9% in one year △ YoY NAV per share(1) A Principal Investments +€21.1 • + 29% of value of listed assets, mainly Bureau Veritas • - 7% for non-listed assets, LFL • IK Partners valuation increased by +57% since B Asset Management +€6.0 acquisitio
Slide 9: Wendel Group IFRS P&L does not reflect all capital gains and inflows
Wendel Group IFRS P&L does not reflect all the capital gains and inflows from our investment activity 2024 IFRS net income Holding Asset Principal Company Management Investments Total €m (1) Revenue - 126.5 7,937.0 8,063.5 Contribution to net income -63.0 42.3 774.4 753.7 from operations In accordan
Slide 10: 2024 performance of Group's companies
A- 2024 performance of Group’s companies Organic EBITDA, Op. profit Sales Δ Margin growth for BVI (1) Bureau Veritas €6,241m +6.4 % +10.2% €996m 16.0% ACAMS $102m -0.8% n/a $25m 24.6% Crisis Prevention $150m +8.5% +8.4% $74m 49.3% Institute Scalian €533m -1.2% -4.0% €60m 11.2% Stahl €930m +1.8% -1.1
Slide 11: IK's growth momentum has accelerated since our transaction
B- IK’s growth momentum has accelerated since our transaction with strong value creation for all stakeholders Liquidity for LPs Fundraising Another year of distribution Strong momentum €1.6 billion €3.4 billion Proceeds generated from 11 exits(1) raised in 2024 2.8x MM >€5.1 billion raised for the A
Slide 12: Acquisition of Monroe, a $20bn AUM private credit manager
Acquisition of Monroe, a $20bn AUM private credit manager focused on the US mid-market A market leader in the large and growing US middle market targeting $5m-$40m EBITDA companies requiring $25m-$200m debt 11 offices (o/w 9 In the US) Inception: 2004 $20bn managed across Team: 278 (o/w 115 IP) 45 i
Slide 13: Today, Wendel Group manages a total of c.€40 billion of assets
Today, Wendel Group manages a total of c.€40 billion of assets Principal Investments 3rd Party AM platform €6.3bn €34bn AuM(1) Business Services Education, Professional 44% Training, and Tech. 37% €34bn AuM c.€15bn in private assets €19.0bn AuM 44% c. 480 people in AuM 11 countries 56% Industrials 1
Slide 14: Q1 2025 portfolio performance & update
Q1 2025 portfolio performance & update David Darmon, Member of the Executive Board, Group Deputy CEO Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 14
Slide 15: Q1 2025 key highlights
Q1 2025 key highlights: a very active deployment of our Strategic roadmap Principal Investments Asset Management Closing of Monroe Capital Forward sale of Bureau Veritas shares on March 31, 2025, @€27.25 generating €750m of proceeds Wendel dramatically expanded its AM platform and rebalanced its bus
Slide 16: Fully diluted Net Asset Value of €176.7 per share as of March 31, 2025
Fully diluted Net Asset Value of €176.7 per share as of March 31, 2025 (in millions of euros) March 31, 2025 (1) Listed equity investments Number of shares Share price 2,965 • Bureau Veritas 89.9(2) million €28.5 2,565 • IHS 63.0 million $4.4 254 • Tarkett €16.4 146 Investments in unlisted assets (3
Slide 17: Q1 2025 NAV mainly impacted by market multiples
Q1 2025 NAV mainly impacted by market multiples △ Q1 2025 NAV per share • Listed assets flat, thanks to the good performance of Tarkett’s and IHS’s share prices Principal Investments -€6.5 • -€6.5 for non-listed assets, mainly impacted by the decrease in market multiples and FX Asset Management -€0.
Slide 18: Positive Q1 2025 revenue growth across the board
Positive Q1 2025 revenue growth across the board Organic Scope FX Revenue Δ growth impact impact Bureau Veritas €1,558.7m +8.3% +7.3% +1.4% -0.4% Principal Investments Stahl(1) €231.0m +2.4% -5.4% +8.1% -0.3% Scalian €131.8m -6.3% -11.2% +4.9% - CPI $30.7m +5.8% +5.3% +1.4% -0.9% ACAMS $22.0m +6.4%
Slide 19: Asset Management is now a significant value creation driver
Asset Management is now a significant value creation driver (17% of GAV) Revenue growth Fundraising Strong momentum Q1 2025 up +33% €3.4 billion for IK Partners raised in Q1 2025 Thanks to the strong by IK Partners & Monroe Capital fundraising over the last twelve months Significant AM player Good p
Slide 20: Wendel is financed at 2.4% average cost with no maturity until 2026
Wendel is financed at 2.4% average cost with no maturity until 2026 Maturity profile Institutional bonds Pro forma total liquidity as of March 31, 2025: Exchangeable bonds into €1.7bn Bureau Veritas’ shares in m€ 750 (o/w €875m in committed credit facility) Gross debt: €2.4bn 500 17.2% LTV ratio as
Slide 21: Q1 2025 key takeaways: transformation is on the way
Q1 2025 key takeaways: transformation is on the way • Good performance of group companies across the board • Strong portfolio rotation • Tariffs war expected to have a limited direct impact on our portfolio, main risk is global macro and USD FX • Strong momentum in fundraising within our Asset Manag
Slide 22: ESG Performance
ESG Performance Christine Anglade, ESG & communications Director AG 2025 | 1 5 . 0 5 . 2 0 2 5 22
Slide 23: 2024 – Implementation of CSRD - Sustainability report
2024 – Implementation of CSRD - Sustainability report Scope ▪ Same as fully consolidated financial statements Report structure aligned with Wendel’s dual model ▪ General information about Wendel Group ▪ Information about investment activities (Wendel SE & IK Partners) ▪ Information about fully conso
Slide 24: New ESG roadmap – 5 priorities
New ESG roadmap – 5 priorities In 2024, Wendel implemented a new ESG roadmap for the period 2024-2027 Investment’s activity Corporate Responsible investment policies of Principal investments Social responsibility of Wendel and third- Wendel and third-party asset party asset management companies mana
Slide 25: New ESG roadmap aligned with the CSRD – principal investments
New ESG roadmap aligned with the CSRD (2024 - 2027) Principal investments Historical investment activity Governance & Reliability of non- Health & Safety Climate change Gender parity business ethics financial adaptation & information mitigation 60% 100% 99% 97% 38% of CEOs have part of their of comp
Slide 26: New ESG roadmap aligned with the CSRD – Wendel & GPs
New ESG roadmap aligned with the CSRD (2024 - 2027) Wendel & GPs Governance & Reliability of non- Health & Safety Climate change Gender parity business ethics financial adaptation & information mitigation As of 2024, Wendel and IK Partners: - have set ESG - have published a TCFD - have set up health
Slide 27: Recognised ESG performance
Recognised ESG performance Best Worst Score 2023 Score 2024 66 76 (top 1% of the industry) 50 20 76 AA AA AAA AA A BBB BB B CCC A- B B/B- C/C- D/D- A B Negligible risk Negligible risk (top 2% of the Low risk Medium High industry) Negligible Risk B- B- B- C+ C C- D+ D D- (top 10% of the sector) Share
Slide 28: Governance and compensation
Governance and compensation William D. Torchiana, Chairman of the Governance and Sustainability Committee Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 28
Slide 29: Supervisory Board
Supervisory Board Priscilla de Moustier William D. Torchiana Nicolas ver Hulst Gervais Pellissier Franca Chair of the Governance and Chairman Vice-President Bertagnin Benetton Sustainability Committee Lead Member Chair of the Audit, Risks and Compliance Committee Bénédicte Coste Fabienne Harper Mate
Slide 30: Supervisory Board and Committees
Supervisory Board and Committees Renewals (resolutions 6 to 9) Nicolas ver Hulst Bénédicte Coste François de Mitry Priscilla de Moustier for 4 years Governance and Sustainability Committee Audit, Risks and Compliance Committee William Torchiana, Chairman Gervais Pellissier, Chairman Bénédicte Coste
Slide 31: Executive Board
Executive Board Laurent Mignon David Darmon Chairman of the Executive Board Member of the Executive Board (Group CEO) (Group Deputy CEO) as of December 2, 2022 as of September 9, 2019 Term renewed for 4 years, as of April 7, 2025 until April 6, 2029 Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 31
Slide 32: Executive Board 2024 compensation
Executive Board 2024 compensation pages 85 to 105 of the 2024 Universal Registration Document Resolution 14 : General information on 2024 corporate officers’ compensation Resolution 15 : Compensation of Laurent Mignon, Executive Board Chairman Resolution 16 : Compensation of David Darmon, Executive
Slide 33: 2024 short term compensation and other items
2024 short term compensation and other items Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting Fixed and variable compensation Laurent Mignon David Darmon Fixed compensation € 1 300 000 € 770 000 Awarded variable compensation € 1 350 310 € 799 800 Other items / benefi
Slide 34: 2024 variable compensation – Achievement rate of objectives
2024 variable compensation – Achievement rate of objectives Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting Achievement Weighting Part of variable max. Financial objectives 87.8% 65% 57.07% Non-financial objectives 95% 35% 33.25% Total 90.32% Financial objectives: P
Slide 35: 2024 long term compensation
2024 long term compensation Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting Laurent Mignon David Darmon Stock options 58 144 34 439 Performance shares 40 858 24 201 Presence condition: 4 years (with partial acquisition thresholds after 2 years and 3 years in case of
Slide 36: Executive Board 2025 compensation policy
Executive Board 2025 compensation policy pages 77 to 84 of the 2024 Universal Registration Document Resolution 18: Executive Board Chairman Resolution 19: Executive Board member Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 36
Slide 37: New compensation policy for 2025-2028: short term compensation
New compensation policy for 2025-2028: short term compensation Fixed compensation Unchanged • € 1 300 000 for the Executive Board Chairman • € 770 000 for the Executive Board member Variable compensation • maximum 115 % of fixed compensation • Structured around 4 financial objectives and 3 non-finan
Slide 38: 2025 variable compensation - Objectives
2025 variable compensation - Objectives The weighting of objectives has been revised to give a larger share than before to the Private asset management business Changes versus 2024 are highlighted in green Weighting 2024 2025 Financial objectives 65% 70% Performance of Bureau Veritas: 20% 20% organi
Slide 39: New compensation policy for 2025-2028: long-term compensation
New compensation policy for 2025-2028: long-term compensation Long-term incentive plans have been redesigned to take into account Wendel's strategic shift towards a dual model: Principal investment business and Private asset management business o Withdrawal of stock-options and of the carried intere
Slide 40: Executive Board 2025 compensation structure
Executive Board 2025 compensation structure Renewed structure, balanced and challenging: 40% 20% Annual compensation Compensation Fixed without performance Fixed conditions Annual Performance Annual variable Performance shares variable shares 60% 80% Long-term Compensation compensation with performa
Slide 41: Supervisory Board compensation
Supervisory Board compensation pages 84 and 105 of the 2024 Universal Registration Document Resolution 17: 2024 compensation of Nicolas ver Hulst, Supervisory Board Chairman Resolution 20: Supervisory Board members 2025 compensation policy Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 41
Slide 42: 2024 compensation of the Supervisory Board Chairman
2024 compensation of the Supervisory Board Chairman Compliant with the compensation policy approved by the 2024 Shareholders’ Meeting Nicolas ver Hulst Meetings-related compensation € 100 000 (fixed and variable) Specific compensation € 250 000 Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 42
Slide 43: 2025 compensation policy of the Supervisory Board members
2025 compensation policy of the Supervisory Board members ▪ Annual compensation for Board meetings: Unchanged • budget: maximum € 900 000 • of which a preponderant variable portion, based en actual attendance at meetings Total maximum Variable compensation portion Fixed portion (fixed+variable) (55%
Slide 44: Resolutions presentation
Resolutions presentation Caroline Bertin Delacour, General Counsel Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 44
Slide 45: Agenda: Resolutions
Agenda Resolutions OGM / EGM 2024 fiscal year Financial statements 1 to 5 Regulated related-party agreements Governance Renewal of 4 Supervisory Board members 6 to 9 Auditors renewal/appointment 10 to 13 Compensation (2024 ex post say on pay) 14 to 17 Compensation (2025 ex ante say on pay) 18 to 20
Slide 46: Financial statements and dividend
Financial statements and dividend OGM 1st resolution 2nd resolution Approval of Wendel SE financial statements Approval of consolidated financial statements Net loss: €222 million Net income – Group share: €293.9 million 3rd resolution €4.70/share dividend ▪ Ex-dividend date: May 21, 2025 ▪ Dividend
Slide 47: Regulated related-party agreements
Regulated related-party agreements OGM 4th resolution: Agreements with Executive Board members and employee representatives members of the Supervisory Board ▪ co-investments in Scalian, YesWeHack, Gloebeducate, Tadaweb and Aqemia 5th resolution: Agreements with Wendel-Participations ▪ agreements rel
Slide 48: Renewal of Supervisory Board members
Renewal of a Supervisory Board members OGM 6th resolution Renewal of Nicolas ver Hulst ▪ if approved, reappointment as Chairman of the Supervisory Board 7th resolution Renewal of Bénédicte Coste 8th resolution Renewal of François de Mitry 9th resolution Renewal of Priscilla de Moustier for 4 years -
Slide 49: Auditors renewal/appointment
Auditors renewal/appointment OGM 10th and 11th resolutions Renewal of Deloitte & Associés as Statutory Auditors for auditing the financial statements and certifying sustainability information 12th and 13th resolutions Appointment of Forvis Mazars as Statutory Auditors for auditing the financial stat
Slide 50: Compensation
Compensation OGM 14th to 17th resolutions 18th to resolutions ▪ 2024 compensation report for members of the 2025 compensation policy for members of Executive Board and members of the Supervisory the Executive Board and members of the Board Supervisory Board ▪ 2024 compensation items of Laurent Migno
Slide 51: Financial authorizations – Share buyback program
Financial authorizations – Share buyback program OGM 21st resolution Wendel share buyback: ▪ J€250 maximum purchase price ▪ up to 10% of the share capital ▪ for 14 months No use during a public offer on Wendel’s securities Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 51
Slide 52: Financial authorizations – Employee shareholding
Financial authorizations – Employee shareholding EGM 22nd resolution 23rd resolution Capital increase reserved for members of the Performance shares grants to corporate officers and Group savings plans employees ▪ up to €200 000 ▪ overall cap of 1.25% of share capital ▪ special caps for Executive Bo
Slide 53: Other resolutions
Other resolutions 24th resolution / EGM Amendment of Articles 14, 15 and 25 of the Company’s by-laws ▪ incorporation of the provisions of the Loi Attractivité (June 13, 2024): more flexible conditions for the Supervisory Board meetings, written consultation and votes by mail/email ▪ Supervisory Boar
Slide 54: Statutory auditors reports
Statutory auditors reports Ioulia Vermelle, Ernst & Young Audit Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 54
Slide 55: Reports of the auditors
Reports of the auditors 1. Report on the Wendel consolidated financial statements (Universal Registration Document pages 334-339) 2. Report on the Wendel annual financial statements (Universal Registration Document pages 361-364) 3. Special report on related-party agreements (Universal Registration
Slide 56: Reports on the consolidated and annual financial statements
Reports on the consolidated and annual financial statements Title of report Opinion Justification of Assessments – Key Audit Matters Report on the annual - Valuation of investments in subsidiaries and associates, and loans financial statements Unqualified opinion and advances connected with investme
Slide 57: Statutory Auditors' special report on related-party agreements
Statutory Auditors’ special report on related-party agreements Title of report Observations ► Agreements submitted for approval to the Shareholders’ Meeting ► Agreements authorized and concluded during the past year ► With Mr. Laurent Mignon, Mr. David Darmon, Mrs. Harper Mates and Mrs. Sophie Tomas
Slide 58: Reports pertaining to resolutions of the Extraordinary Meeting
Reports pertaining to resolutions of the Extraordinary Meeting Period of authorization Resolution Subject Terms granted to the Executive Board Issue of shares or securities giving access to the capital with cancellation of preferential ► The total number of shares that may be allocated in respect N°
Slide 59: Report not pertaining to resolution of the Shareholders Meeting
Report not pertaining to resolution of the Shareholders Meeting Title of report Opinion ► Limited assurance on the compliance of the adopted process and the information published with the ESRS standards and the requirements of the EU Report on the certification of sustainability information Taxonomy
Slide 60: Questions / Answers
Questions / Answers Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 60
Slide 61: Vote on resolutions
Vote on resolutions Caroline Bertin Delacour, General Counsel Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 61
Slide 62: Resolution 1: Parent company financial statements
Resolution n°1 Approval of the parent company financial statements for 2024 ▪ Net loss: €222 million Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 62
Slide 63: Resolution 2: Consolidated financial statements
Resolution n°2 Approval of the consolidated financial statements for 2024 ▪ Net income, Group share: €293.9 million Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 63
Slide 64: Resolution 3: Net income allocation and dividend
Resolution n°3 Net income allocation, dividend approval and dividend payment ▪ Dividend: €4.70 per share ▪ Ex-dividend date: May 21, 2025 ▪ Dividend payment date: May 23, 2025 Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 64
Slide 65: Resolution 4: Related-party agreements with corporate officers
Resolution n°4 Approval of regulated related-party agreements entered into with certain corporate officers ▪ Laurent Mignon and David Darmon, members of the Executive Board ▪ Harper Mates and Sophie Tomasi, members of the Supervisory Board representing employees Shareholders’ Meeting | 0 5 . 1 5 . 2
Slide 66: Resolution 5: Related-party agreements with Wendel-Participations
Resolution n°5 Approval of regulated related-party agreements entered into with Wendel-Participations SE Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 66
Slide 67: Resolution 6: Renewal of Nicolas ver Hulst
Resolution n°6 Renewal of Nicolas ver Hulst at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 67
Slide 68: Resolution 7: Renewal of Bénédicte Coste
Resolution n°7 Renewal of Bénédicte Coste at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 68
Slide 69: Resolution 8: Renewal of François de Mitry
Resolution n°8 Renewal of François de Mitry at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 69
Slide 70: Resolution 9: Renewal of Priscilla de Moustier
Resolution n°9 Renewal of Priscilla de Moustier at the Supervisory Board ▪ Term of office: 4 years, until the 2029 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 70
Slide 71: Resolution 10: Renewal of Deloitte for financial statements
Resolution n°10 Renewal of Deloitte & Associés as Statutory Auditor for auditing the financial statements ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 71
Slide 72: Resolution 11: Renewal of Deloitte for sustainability information
Resolution n°11 Renewal of Deloitte & Associés as Statutory Auditor for certifying sustainability information ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 72
Slide 73: Resolution 12: Appointment of Forvis Mazars for financial statements
Resolution n°12 Appointment of Forvis Mazars as Statutory Auditor for auditing the financial statements ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 73
Slide 74: Resolution 13: Appointment of Forvis Mazars for sustainability information
Resolution n°13 Appointment of Forvis Mazars as Statutory Auditor for certifying sustainability information ▪ Term of office: 6 years, until the 2031 Shareholders’ Meeting Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 74
Slide 75: Resolution 14: Compensation report
Resolution n°14 Approval of the information relating to the compensation previously paid or awarded to the members of the Executive Board and of the Supervisory Board (compensation report) Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 75
Slide 76: Resolution 15: Compensation of Laurent Mignon
Resolution n°15 Approval of the compensation items paid during or awarded for 2024 to Laurent Mignon, as Chairman of the Executive Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 76
Slide 77: Resolution 16: Compensation of David Darmon
Resolution n°16 Approval of the compensation items paid during or awarded for 2024 to David Darmon, as a member of the Executive Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 77
Slide 78: Resolution 17: Compensation of Nicolas ver Hulst
Resolution n°17 Approval of the compensation items paid during or awarded for 2024 to Nicolas ver Hulst, as Chairman of the Supervisory Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 78
Slide 79: Resolution 18: Compensation policy for Executive Board Chairman
Resolution n°18 Approval of the new compensation policy for the Chairman of the Executive Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 79
Slide 80: Resolution 19: Compensation policy for Executive Board member
Resolution n°19 Approval of the new compensation policy for the member of the Executive Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 80
Slide 81: Resolution 20: Compensation policy for Supervisory Board members
Resolution n°20 Approval of the new compensation policy for the members of the Supervisory Board Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 81
Slide 82: Resolution 21: Authorization to purchase Company shares
Resolution n°21 Authorization given to the Executive Board to purchase Company shares ▪ Ceiling: 10% of share capital ▪ Maximum purchase price: €250 per share ▪ Validity period: 14 months Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 82
Slide 83: Resolution 22: Capital increase for Group Savings Plan
Resolution n°22 Delegation of authority granted to the Executive Board to increase the share capital with cancellation of preferential subscription rights in favor of members of the Group Savings Plan and the International Group Savings Plan ▪ Ceiling: €200 000 ▪ Validity period: 14 months Sharehold
Slide 84: Resolution 23: Bonus share grants
Resolution n°23 Authorization given to the Executive Board to grant bonus shares to the Company’s executive corporate officers and employees ▪ Ceiling: 1.25% of share capital ▪ Specific sub-ceiling for Executive Board members ▪ V alidity period: 14 months Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5
Slide 85: Resolution 24: Amendment of by-laws
Resolution n°24 Amendment of Articles 14, 15 and 25 of the Company’s by-laws Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 85
Slide 86: Resolution 25: Powers for legal formalities
Resolution n°25 Powers for legal formalities Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 86
Slide 87: Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5
Shareholders’ Meeting | 0 5 . 1 5 . 2 0 2 5 87