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FDJ United : 2026 remuneration policy for corporate directors

FDJ United : 2026 remuneration policy for corporate

Fdj UnitedApril 24, 20265
FDJ United : 2026 remuneration policy for corporate directors

About this update from Fdj United

2026 remuneration policy for corporate directors, as adopted by the Combined General Meeting of 23 April 2026 Boulogne, 23 April 2026 - In accordance with the provisions of Article L.22-10-8 of the French Commercial Code, the Shareholders' General Meeting held on 23 April 2026 approved all the resolutions relating to the remuneration policy of the corporate officers for the 2026 financial year: the 11 th resolution, relating to the approval of the 2026 remuneration policy of the Chair and Chief Executive Officer, was approved by 92.27 %; the 12 th resolution, relating to the approval of the 2026 remuneration policy of the Deputy Chief Executive Officer, was approved by 92.44 %; the 13 th resolution, relating to the approval of the 2026 remuneration policy of the members of the Board of Directors, was approved by 92.64 %. Below is a detailed description of the remuneration policy, extracted from the 2025 Universal Registration Document. Page 1 of 1 REMUNERATION OF CORPORATE DIRECTORS This section includes a full description of the components of remuneration of the Company's Corporate Directors that will be submitted to the vote of the General Meeting of 23 April 2026: the remuneration policy for all Corporate Directors presented in sub-sections 2.4.2 and 2.4.3 in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code ("ex ante" vote); the remuneration components of any kind and benefits granted during or paid in respect of the 2025 financial year to the Chairwoman and CEO and Deputy Chief Executive Officer, presented in sub-section 2.4.4 in accordance with the provisions of Article L. 22-10-9 of the French Commercial Code ("ex post" vote). Pursuant to Article L. 22-10-34, II of the French Commercial Code, the variable or exceptional remuneration components, granted to the executive corporate directors (ECDs) in respect of financial year 2025, will only be paid after the approval of the General Meeting of Shareholders on 23 April 2026; the remuneration components of any kind and benefits granted during or paid in respect of the 2025 financial year to the directors of the Company, presented in sub-section 2.4.5 in accordance with the provisions of Article L. 22-10-9 of the French Commercial Code ("ex post" vote). Sub-section 2.4.6 presents a description of the share subscription and purchase options and award of performance shares underway or definitively granted and already put to the vote of previous General Meetings. These items are therefore not subject to a vote at the General Meeting of 23 April 2026. General remuneration policy The remuneration policy for Corporate Directors is established by the Board of Directors in accordance with the provisions of Article L. 22-10-8 of the French Commercial Code and is submitted for approval to the General Meeting of 23 April 2026 in accordance with the provisions of the same article. This policy describes all the components of the remuneration of Corporate Directors and explains the decision-making process followed for its determination, review and implementation. Determination of the remuneration policy for all Corporate Directors The remuneration policy is decided on by the Board of Directors on the proposal of the CGNR, with the objective of supporting the sustainable growth of the Company, and is subject to the vote of the General Meeting of Shareholders. Remuneration in accordance with the Company's corporate interest and remuneration in line with the Company's business strategy and sustainability The Board of Directors complies with the recommendations of the Afep-Medef Code when determining its Corporate Directors' remuneration policy. The remuneration of Corporate Directors is competitive in order to attract and motivate the talent needed to implement the Company's commercial strategy and achieve its short and long term goals. It encourages the search for financial and nonfinancial performance. It is coherent with the different levels of remuneration of the Company's executives and the responsibilities exercised. Lastly, the remuneration has been defined in a way that takes into account relevant comparables and market practices. It should be noted that there is no sectoral market that is sufficiently representative in France and that would allow the Company to be directly compared with companies engaged in similar activities, particularly given the specific nature of its business model, which includes activities carried out under a monopoly. Therefore, objective size criteria - revenue, number of employees and market capitalisation - were selected as the main reference indicators. In view of these factors, the SBF 80 appears to be the most relevant benchmark, as it includes companies with comparable characteristics in terms of size and market visibility. The CGNR's recommendations on the executive corporate directors' (ECD) remuneration policy and its development are based on a comparative analysis of the remuneration level and structure of executive directors of the SBF 80, as well as the practices observed for functions of equivalent responsibility within comparable companies. To this end, the CGNR relies on studies carried out by an independent international firm specialising in executive remuneration, in order to ensure the transparency, consistency, balance and competitiveness of the schemes in relation to market practices. This analysis distinguishes between the functions of ECDs no.1 (Chair C CEO, Chair of the Management Board, managing director in a structure with a Non-Executive Chair) and ECDs no.2 (Deputy Chief Executive Officer, member of the Management Board). The data used is taken from the universal registration documents of SBF 80 companies, which are available to the public. This data is provided by an independent global firm that specialises in executives' remuneration. These reference sources are consistent and stable but are nonetheless subject to change due to the composition of the SBF 80 index and to changes in the structures or activities selected, based on the proposals of the independent firm. Furthermore, the remuneration policy applicable to ECDs is forward-looking in both the short and long term on the one hand, while also seeking to align the ECDs' interests with the Company's general interest and the interests of its shareholders on the other hand: by aligning with the strategic orientations and the annual objectives defined by the Board of Directors, in accordance with the Company's general interest, its corporate purpose (" raison d'être "), via performance criteria affecting both the annual variable remuneration and the long-term variable remuneration based on performance shares; by specifically taking into account the Company's business strategy, through performance criteria defined for the annual variable portion; by working toward the Company's goal of sustainability, in the form of performance criteria included in both the annual and long-term variable remuneration, enabling: alignment with the shareholders' interests with the goal of creating long-term value. A significant portion of ECD remuneration is to be comprised of performance shares, which only vest if long-term performance objectives are met, in line with the Company's general remuneration policy, to best approximate the relevant comparables in order to be able to attract, retain, and motivate the talents that the Group needs, by gradually shrinking the gap between its total remuneration (due to the Company's history) and that of the relevant comparables, taking into account issues related to sustainable development and stakeholders in the annual variable remuneration, through the integration of one or more CSR criteria, including responsible gaming and comprising at least one criterion related to the Company's climate objectives. The CGNR proposes criteria to the Board of Directors for how to determine the Corporate Directors' remuneration policy, as well as how to revise and implement it. Within this context, the CGNR describes and explains any changes in the Corporate Directors' remuneration policy, taking into account the results of shareholder votes at previous general meetings and, more broadly, shareholder dialogue. The CGNR also relies on the business reports of the High Committee on Corporate Governance (HCGE) as well as on the AMF's annual reports on corporate governance. It takes this into account in its recommendations and proposals to the Board of Directors. The Company generally complies with the recommendations of the Afep-Medef Code and its application guide drawn up by the High Committee on Corporate Governance (HCGE), and adheres to the principles of exhaustiveness, balance, comparability, consistency, intelligibility and measurement as described below: Exhaustiveness All of the ECDs' remuneration components and benefits are taken into account when determining total remuneration. Balance While remaining within the general interest of the Company and its growth targets, the ECDs' remuneration strives for balance in terms of: short-term/long-term performance horizon, particularly through setting up a long-term variable remuneration plan; the nature of the performance criteria and taking stakeholders into account: value creation, operational profitability, growth, CSR and responsible gaming, managerial; the part of remuneration subject to performance conditions (variable/fixed). Comparability Variable remuneration is expressed relative to a fixed remuneration level. The market references are stated clearly and the sources used are consistent and stable. The market constitutes a reference in combination with the actual responsibilities assumed, the contribution provided and the results achieved. Consistency The ECD remuneration policy relates to the remuneration policy for all employees, which is indeedme objectives (attract, retain and motivate talent) and approach (be similar to the market in terms of both levels and structure of remuneration). More specifically, it is based on the same foundations and instruments as those applied to the Company's executives. Intelligibility The rules for determining and implementing the ECD remuneration policy should be intelligible, that is simple, clear, and understandable. The performance criteria applied to determine the ECD remuneration are aligned with the Company's strategy and objectives; they are as ambitious, explicit, and permanent as possible. Measurement Determining the remuneration components takes into account all of the principles mentioned above, with the aim of achieving a well-understood balance between the interests of Company stakeholders, including its own general interest, the shareholders' interest, market practices and executives' performance. To prevent conflicts of interest, the Company follows the recommendations of the Afep-Medef Code. The CGNR and the Board of Directors deliberate on the remuneration policy and finalise the remuneration components with the ECDs not present. TAKING INTO ACCOUNT THE REMUNERATION AND EMPLOYMENT CONDITIONS OF EMPLOYEES In order to take into account employees' remuneration and employment conditions when drafting the remuneration policy that applies to Corporate Directors, the Board of Directors, based on the CGNR's recommendation, draws on remuneration and employment data provided by the Company, on an international job classification, and on research from a firm that specialises in remuneration. The Board of Directors is specifically informed of the remuneration of executives who are not corporate directors, by evaluating and comparing positions (IPE - international position evaluation), which consists in assessing, in particular, the level of responsibility, the complexity of the tasks and the impact of the positions held, to ensure internal fairness and consistent positioning in relation to market practices. When determining the remuneration policy, the CGNR takes into account the ratios set out in Article L. 22-10-9 of the French Commercial Code, putting into perspective the remuneration of the two executive corporate directors with, on the one hand, the mean remuneration of the Company's employees and, on the other hand, the median remuneration of the employees based on data of the previous financial year. The CGNR also considers these ratios in relation to those observed in comparable companies, particularly those comprising the SBF 80 index. For further details, please see section 2.4.4.4. PERFORMANCE EVALUATION AFFECTING ANNUAL AND LONG-TERM VARIABLE REMUNERATION At the end of the financial year or vesting period, the CGNR evaluates the extent to which the performance criteria set for annual and long-term variable remuneration have been met, in order to determine the allocation of ECDs, based on: the performance criteria and their weight in determining the ECDs' annual and long-term variable remuneration; the performance levels achieved and their correlation with the amounts to be allocated; all components defined in the remuneration policy that apply to the ECDs for the financial year. To this end, the CGNR relies on the recommendation of the CSR C RG Committee regarding the CSR criteria, including responsible gaming. EXERCISE OF THE BOARD'S DISCRETION IN THE CONTEXT OF THE REMUNERATION POLICY Within the framework of the remuneration policy as described in the following sub-sections, the Board may, on the recommendation of the CGNR, exercise its discretion in two cases: in the event of the arrival of a new ECD during the year, the Board will assess the latter's performance in a discretionary manner on the proposal of the CGNR, and in this case, the new ECD will receive as variable remuneration the pro rata amount of the variable portion for which the shareholders have voted favourably; in the event of a major event that requires the Board to modify, upwards or downwards, one or more of the criteria making up the variable remuneration of the ECDs in order to ensure greater consistency between the performance of the ECD and that of the Company, in accordance with the principles of the remuneration policy. These adjustments could concern the quantitative criteria depending on the circumstances. For example: in the event of a transaction that significantly changes the Group's scope, the quantitative criteria could be adapted to take into account the new scope. The qualitative criteria could also be adapted if they were to become obsolete; with regard to annual variable remuneration: in the event of a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the performance conditions; with regard to the long-term variable remuneration and in accordance with the plan regulations: in the event of a significant change in the scope of consolidation of the Group, a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the performance conditions at the time of awarding the shares, the Board of Directors of the Company reserves the possibility of adjusting the assessment of the fulfilment of the performance conditions set at the time of the award in order to take account of these events and to neutralise the impact on the performance objectives defined. Adjustments decided by the Board, on the proposal of the CGNR, will be made within the respective ceilings of the annual variable remuneration and the long-term variable remuneration. The said ceilings are defined in the framework of the variable remuneration components allocated to the ECDs under the remuneration policy. In addition, as part of its discretionary power and in accordance with the Afep-Medef Code, the Board may, in very specific circumstances, grant exceptional remuneration to the ECDs (for example, when these circumstances have, or are likely to have, significant impacts for the Company, when they require a particularly high level of involvement on the part of the ECDs and when they present significant difficulties). Exceptional remuneration must be justified, and the event justifying it must be made explicit. The amount of exceptional remuneration for the ECDs may not, if applicable, exceed 100% of their annual fixed remuneration. In any event, if the Board were to exercise its discretion, it would have to justify it to the shareholders, who would have to decide on the exercise of this discretion through the "ex post" vote. The payment of the annual variable portion, the long-term variable portion as well as the exceptional remuneration components, remains conditional on the positive vote of the General Meeting. Furthermore, the CGNR should learn from any adjustments that have had to be made when defining the remuneration policy for the following year. EXCEPTION TO THE REMUNERATION POLICY - EXCEPTIONAL CIRCUMSTANCES In accordance with the provisions of Article L. 22-10-8 III of the French Commercial Code, no remuneration component of any sort whatsoever can be determined, awarded, or paid by the Company, to the ECDs or any other Corporate Directors, nor any commitment corresponding to remuneration components, indemnities, or benefits owed or likely to be owed due to their entering, leaving, or changing office or subsequent to their holding that office, may be made by the Company if it does not comply with the remuneration policy described in this Universal Registration Document and as approved by the shareholders. However, in accordance with the aforementioned article, the Board of Directors may override the application of the remuneration policy in the event of exceptional circumstances, provided that such an exception is temporary, in line with the Company's general interest and as needed to ensure its sustainability or viability; these three conditions set out in Article L. 22-10-8 III of the French Commercial Code being cumulative. The exceptional circumstances that may lead the Board of Directors to override the application of remuneration policy components may consist of any major event affecting the markets in general and/or the Group's sector of activity (events external to the Company, with significant consequences unforeseeable at the date of determination of the remuneration policy, unforeseen changes in the regulatory context, unforeseen continuation of effects resulting from the Covid-19 crisis). Such an exception will have to be decided by the Board of Directors, on the recommendation of the CGNR, it being specified that this exception will, in any event, have to be motivated by the Board and comply with the three conditions set out in Article L. 22-10-8 III of the French Commercial Code. In such circumstances, the Board of Directors may adjust, either upwards or downwards, one or more parameters linked to the financial and non-financial criteria of the annual variable remuneration. The adjustments decided by the Board, on the proposal of the CGNR, will be made within the limit of the annual variable remuneration as defined in the remuneration policy applicable to the ECDs. ECD remuneration policy: Remuneration and benefits granted to the Company's Executive Corporate Directors for the year 2026 The remuneration policy described below is applicable to the Chairwoman and CEO and the Deputy Chief Executive Officer. The annual remuneration of ECDs consists of: fixed remuneration; variable annual remuneration; and long-term variable remuneration through the allocation of performance shares. The Board of Directors decides on the various components of remuneration based on a CGNR proposal, while being attentive to the necessary balance between those components. FIXED COMPONENTS Annual fixed This is determined based on: remuneration - the level and complexity of the responsibilities given to the ECDs, particularly in light of (in cash) the economic and social aspects of the Company (market capitalisation, revenue, number of employees); VARIABLE COMPONENTS Annual Annual variable remuneration (STI) is conditional on meeting five performance criteria variable defined by the Board of Directors and proposed by the CGNR. remuneration These five criteria are each based on one or more indicators, financial and non-financial, (in cash) quantitative and qualitative (see table in section "Annual variable remuneration"). 60% of the total weight of the performance is based on financial criteria , with a balance between growth and performance. These financial criteria aim to reflect: 40% of the total weight of the performance is based on non-financial criteria , of which 30% for the CSR C RG criterion. The weight of these criteria and the conditionality of the overall outperformance of the STI to the achievement of a minimum rate of 20 points out of 30 for the CSR C RG criterion reflect the Company's commitment as well as compliance with market recommendations (principles recommended by the Afep-Medef Code). The overall percentage achievement of the STI cannot exceed 100% unless the CSR C RG criterion is achieved with at least 20 points out of the potential 30. In any event, the overall outperformance of the STI is capped at 130%. The annual variable remuneration is thus capped at: the ECDs' experience and their expected contribution to the implementation of the Company's business strategy and the achievement of its growth targets; market analyses for comparable positions based on data taken from the SBF 80, a suitable benchmark given the Company's economic aspects. A study is conducted each year with data provided by an independent global firm that specialises in the positioning and structure of ECD remuneration (fixed, annual and long-term variable remuneration, other benefits). Financial criteria (60% of the total weight of the STI) the company's development objectives (revenue); and the operational and financial performance (volume of recurring EBITDA and recurring EBITDA cash-to-conversion rate). Non-financial criteria (40% of the total weight of the STI) Caps and outperformance conditions 100% of fixed remuneration in the event that objectives are met. 130% of fixed remuneration in the event of outperformance. Long-term The Company has implemented a long-term variable remuneration scheme for ECDs, variable awarded in the form of performance shares (LTI). This scheme, described in section 2.5 remuneration "Share subscription and purchase options and allocation of performance shares", aims to (FDJ UNITED align the interests of ECDs with the long-term performance of the Company and the shares) creation of value for all stakeholders, particularly shareholders. Long-term variable remuneration (LTI 2026-2028) The long-term variable remuneration awarded to executive corporate directors (ECDs) is subject to: BENEFITS OTHER THAN REMUNERATION Benefits in kind The ECDs also receive benefits in kind, detailed in the section "Details of the components of ECD remuneration (fixed, variable, exceptional and benefits of all types) for 2026". Employee The ECDs do not benefit from any supplementary pension scheme. Any employee benefits benefits are described in the section "Details of the components of ECD remuneration (fixed, variable, exceptional and benefits of all types) for 2026". Performance criteria over three years (2026, 2027, 2028) Financial criterion Shareholder return criterion, broken down into three indicators Strategic criterion CSR and responsible gaming criterion, broken down into three indicators Conditions related to the beneficiary ECD Continuous presence from the date of award until 31 December 2028 Obligation to retain 20% of shares acquired annually until they cease to hold office Commitment not to engage in hedging during the term of office formally committed to writing by appropriate means Remuneration caps 125% of fixed remuneration if objectives are achieved; and 145% of long-term variable remuneration if objectives are met, i.e. 181.25% of fixed remuneration in the event of outperformance. THEORETICAL STRUCTURE OF 2026 REMUNERATION FOR ECDS ASSUMING 100% OF OBJECTIVES ARE ACHIEVED THEORETICAL STRUCTURE OF 2026 REMUNERATION FOR ECDS IN THE EVENT OF OUTPERFORMANCE 38% LTI 31% FIXED 31% STI 44% LTI 24% FIXED 32% STI In accordance with the recommendations of the Afep-Medef Code and the recommendations of the Autorité des marchés financiers (AMF), the ECDs do not combine their office with an employment contract with the Company. Fixed remuneration Since 2024, the annual fixed remuneration of: Stéphane Pallez amounts to a gross total of € 384,000. Charles Lantieri amounts to a gross total of € 297,600. The annual fixed remuneration of the two ECDs should remain unchanged until the end of the term of office of the Chairwoman and CEO, i.e. until 2028. This decision is in line with the recommendations of the Afep-Medef Code which recommends that fixed remuneration is changed only at "relatively long intervals" (Article 25.3.1 of the Afep-Medef Code). Annual variable remuneration The performance criteria are defined by the Board of Directors, after consultation with the CGNR, setting high standards, aligned with the Group's performances and the change in its environment. For each criterion, a maximum level is set in order to avoid any compensatory effect: above this ceiling, outperformance no longer entitles the employee to additional remuneration. On 18 February 2026, the Board of Directors, on the recommendation of the CGNR, approved the 2026 variable remuneration policy for ECDs, which remains subject to approval by the shareholders at the General Meeting on 23 April 2026. All of the criteria selected, both financial and non-financial , are largely quantifiable , in line with the recommendations of the Afep-Medef Code. At its meeting on 18 February 2026, the Board of Directors, on the recommendation of the CGNR, decided to maintain the target amount of variable remuneration and the ceiling for annual variable remuneration in the event of outperformance. The target amount (i.e. assuming objectives are achieved) of the annual variable remuneration of the ECDs remains at 100% of their fixed remuneration , representing respectively: € 384,000 for Stéphane Pallez ; and € 297,600 for Charles Lantieri . The ceiling (i.e. in the event of outperformance) of annual variable remuneration of the ECDs remains set at 130% of their fixed remuneration , respectively: € 499,200 for Stéphane Pallez ; and € 386,880 for Charles Lantieri . PERFORMANCE CRITERIA Financial criteria (60% of the target amount) The financial objectives are set and assessed each year by the Board of Directors on the proposal of the CGNR with the support of the CAR. At its meeting of 18 February 2026, the Board of Directors decided to maintain the three existing financial criteria , with unchanged weightings, based on: the annual change in the Group's 2026 recurring EBIDTA (30% of the variable portion) ; the annual change in Group 2026 revenue (20% of the variable portion); the 2026 recurring EBITDA-to-cash conversion rate (10% of the variable portion). This decision aims to ensure greater clarity and comparability in monitoring the Group's financial performance, enabling a consistent assessment of its progress on these key indicators over time. Non-financial and qualitative criteria (40% of the target amount) The non-financial criteria are based on mainly quantitative objectives in line with the implementation of the Group's CSR strategy, as well as climate issues. They follow the principles of a gradual progression in the indicators, to reflect both the expansion of the new Group's scope (with the acquisition of Kindred) and the new strategy established for 2028. For topics already covered, the objectives have been revised upwards to reinforce their ambition, adapting certain indicators to ensure a relevant and coherent renewal of the measurement system. Non-financial objectives are set and assessed each year by the Board of Directors on the recommendation of the CGNR with the support of the CSR C RG Committee. Non-financial criteria (30% of the target amount) At its meeting of 18 February 2026, the Board of Directors decided to replace: the criterion "volume of players on fdj.fr subject to moderation measures" with the criterion " development of the Responsible Gaming approach in the OBG (1) business ", in order to reflect the Group's evolving approach to responsible gaming and to better align performance monitoring with strategic priorities (for more information, see section "4.2.1.2.3 Integration of sustainability-related performance in incentive systems [GOV-3]"; the criterion "recovery rate of carbon data from Group strategic suppliers (including Kindred's main suppliers)" with " absolute reduction of Group scope 1 G 2 carbon emissions compared with 2025 ", in order to focus on the Group's direct impact and the progress made in its decarbonisation trajectory. Furthermore, at the same meeting, the Board of Directors decided to maintain the criterion relating to diversity and inclusion, based on the proportion of women in the Group Leadership Team (GLT), while raising the target level to 40% by the end of 2026 to strengthen its incentive nature. This decision takes into account the fact that the level achieved in 2025 exceeded the initial target of 37%, reaching 39.8%. This increase in the target level to 40% is also part of an initiative to anticipate the requirements of Law no. 2021-1774 of 24 December 2021 , known as the "Rixain Law", which stipulates that by 2030, each gender must account for at least 40% of senior executives and members of governing bodies , with an interim target of 30% from 2026 onwards . This trajectory reflects the Group's desire to proactively comply with the applicable regulatory timetable. The non-financial performance criteria are therefore structured around three incentive objectives, which are as follows: development of the Responsible Gaming approach in the OBG (1) business (20% of the variable portion); absolute reduction of the Group's scope 1 G 2 carbon emissions compared to 2025 (5% of the variable portion); percentage of women in the Group Leadership Team (GLT) (5% of the variable portion). For each of these three criteria: no remuneration is awarded below the threshold level; achievement of the target level triggers the remuneration threshold; outperformance is not remunerated above the maximum level. Online betting and gaming. Managerial performance at qualitative criteria (10% of the target amount) On the recommendation of the CGNR, the Board of Directors has decided to introduce new qualitative criteria related to growth and operational transformation, in line with the Group's operational strategy. These criteria cover two areas, each with equal weighting: LSF BU: number of net creations in hypermarkets and supermarkets in France in 2026 ≥ 250 creations: 5% of the variable portion; OBG BU: strategic migration towards the unified, internalised sports betting platform: 5% of the variable portion. Nom. Max. Weight corresponding to the triggering Criteria Indicator weight weight threshold Achievement rate grid FINANCIAL CRITERIA Recurring EBITDA Development Group 2026 recurring EBITDA volume (1) Achieved compared to the budgeted 2026 recurring EBITDA volume Group 2026 revenue (1) Achieved compared to budgeted Group revenue 30% 45% 15% - If actual recurring EBITDA is less than 98.6% of budget n: 0% If actual recurring EBITDA is greater than or equal to 98.6% of budget n and less than or equal to budget n: achievement rate weighted from 50% to 100% If actual recurring EBITDA is greater than or equal to budget n and less than or equal to 102.8% of budget n: achievement rate weighted from 100% to 150% If actual recurring EBITDA is greater than or equal to 102.8% of budget n: achievement rate 150% 20% 30% 10% - If the actual figure is less than 98.7% of budget n: 0% If the actual figure is greater than or equal to 98.7% of budget n and less than or equal to budget n: achievement rate weighted from 50% to 100% If the actual figure is greater than or equal to budget n and less than or equal to 102.8% of budget n: achievement rate weighted from 100% to 150% If the actual figure is greater than or equal to 102.8% of budget n: achievement rate 150% Cash 2026 recurring EBITDA- 10% 15% 5% - If the actual figure is less than 75%: 0%, with a minimum to-cash conversion rate (1) (3) restated cash flow volume of €722m If the actual figure is greater than or equal to 75% and less than or equal to 80%: weighted from 50% to 100% with a minimum restated cash flow volume of €722m If the actual figure is greater than or equal to 80% and less than or equal to 85%: weighted from 100% to 150% with a minimum restated cash flow volume of €722m If the actual figure is greater than or equal to 85%: 150%, with a minimum restated cash flow volume of €722m NON-FINANCIAL CRITERIA CSR/RG (2) Development of the Responsible Gaming approach for OBG (1) (Online betting and gaming) activities in 2026 20% 20% 10% - Continued development of the OBG (1) RG policy based on a holistic approach to player protection: commitment to devote 10% of the media budget to RG communications within the OBG scope: 7.5 points Specific action plan targeting 18-24 year olds: 7.5 points Definition of a new remuneration system to assess the progress of OBG's (1) RG policy over time: 5 points The assessment will result in an overall score out of 20 points (each item giving rise to a score) according to the following mechanism: score < 16 points: 0% achievement score = 16 points: 20% achievement score = 17 points: 40% achievement score = 18 points: 60% achievement score = 19 points: 80% achievement score = 20 points: 100% achieved (1) OBG = Online Betting and Gaming Nom. Max. Weight corresponding to the triggering Criteria Indicator weight weight threshold Achievement rate grid CSR/RG (continued) % absolute reduction of the Group's scope 1G2 carbon emissions compared to 2025 Gender equality Proportion of women in the Group Leadership Team (GLT) (4) 5% 5% 5% - The indicator will be assessed on the basis of the results disclosed in the 2026 CSRD, published in 2027, excluding significant items to be eliminated (changes in scope, significant exceptional CAPEX or any other exogenous factor that may be subject to validation by the CSR C RG Committee). If the reduction is greater than or equal to 5%: 100% achievement rate Reduction greater than or equal to 4% but less than 5%: weighted 75% achievement rate Reduction less than 4%: 0% achievement rate 5% 5% 5% - 100% achievement rate if the proportion of women in the GLT is greater than or equal to 40% in 2026 0% achievement rate if the proportion of women in the GLT is below 40% in 2026 QUALITATIVE AND QUANTITATIVE CRITERIA Managerial performance: Growth and operational transformation French lottery and retail sports betting BU (LSF): Number of net creations in hypermarkets and supermarkets in France in 2026 5% 5% 5% If the number of net creations in hypermarkets and supermarkets in France is greater than or equal to 250: 100% achievement rate If the number of net creations in hypermarkets and supermarkets in France is less than or equal to 250: 0% achievement rate Online sports betting and gaming BU: strategic migration towards the unified, internalised sports betting platform 5% 5% 5% The Board of Directors, on the recommendation of the CGNR, retains discretion regarding the fulfilment of this criterion. Its implementation will take into account strategic factors and ambitions established at the beginning of the year. TOTAL 100% 130% CAP 100% 130% Excluding exchange rate effects, the impacts of new key projects not projected in the budget, such as external growth projects, and excluding major decisions that may be made during the year, excluding assets held for sale and excluding changes to gaming taxation in 2026 that are not projected in the budget The overall percentage achievement of the STI cannot exceed 100% unless the CSR C RG criterion is achieved with at least 20 points out of the potential 30. Recurring EBITDA-to-cash conversion rate = free cashflow (= recurring EBITDA + WC change - CAPEX)/recurring EBITDA. The assessment of this objective will be based on qualitative and quantitative data for the relevant measures implemented in 2026, in particular on the promotion of female talent (proportion of women in appointments to management positions) and in terms of recruitment (number of recruitments to management positions and rate of submission of female candidates, etc.). Long-term variable remuneration: ("LTI 6: 2026 - 2028") The Company has implemented a long-term variable remuneration scheme (LTI) for ECDs, awarded in the form of performance shares. The current scheme is set out in section 2.5 "Share subscription and purchase options and allocation of performance shares". This remuneration aims to align the ECDs with the long-term performance of the Company and the creation of value for all stakeholders, particularly shareholders. The Board of Directors may allocate free performance shares to ECDs, in accordance with Articles L. 225-197-1 et seq., L. 22-10-59, L. 22-10-60 and L. 22-10-8 of the French Commercial Code, within the framework of the authorisations granted by the General Meeting. In this regard, the General Meeting of 22 May 2025 renewed, in its 20th resolution, the authorisation granted to the Board of Directors to allocate free shares under the conditions defined. The actual allocation of performance shares under the LTI 6 plan to ECDs will take place after the General Meeting of 23 April 2026 . CONDITIONS GOVERNING THE ACQUISITION OF PERFORMANCE SHARES Condition of presence The acquisition of performance shares is subject to a continuous condition of presence from the date of allocation of rights until 31 December 2028. PERFORMANCE CRITERIA The allocation of these performance shares in 2026 will be based on the criteria set out below, adopted by the Board of Directors on 18 February 2026, for the ECDs. Financial criteria The Board has decided to make no changes to the cumulative Group recurring EBITDA indicator. The Board has also decided to supplement the Group financial indicators with Business Unit (BU) financial indicators for the employees concerned: Common criterion for all employees of the LTI: Cumulative recurring EBITDA over three years; Additional criterion for all employees in the BUs: BU's recurring EBITDA over three years. Shareholder return criterion The Board has decided: regarding the TSR indicator relating to benchmark companies, to make no changes to the panel of comparables. The panel of comparable companies used is likely to change as the sector reorganises and as a result of merger and acquisition operations. In the event of a change in the panel resulting in a reduction in the number of comparable companies to 7 or below, the achievement rate grid below will be revised as follows: if the number of comparable companies falls to 7 or below, the maximum percentage of target achievement will be capped at 125%, with each of the following thresholds being lowered by one notch, if the number of comparable companies falls to 5 or below, the achievement rate grid will be completely reviewed by the Board of Directors during the vesting period. These changes may occur from one LTI to the next or during the vesting period of a given LTI; to make no changes to the SBF 120 cumulative EPS and relative TSR indicators. With regard to the TSR indicator relating to the SBF 120 restated for financials, real estate and energy stocks, it should be noted that the stocks making up the SBF 120, and consequently the restated values, vary each year as a result of entries and exits. Strategic criterion The Board has decided to maintain the indicator relating to the growth rate of revenue from the Group's online gaming activities as well as its weighting. Non-financial criteria The Board of Directors has decided to replace: the indicator "Proportion of high-risk players who received outgoing calls and whose gaming expenditure has decreased following the call (during the 3 months following the call)" by "Reduction in the share of gross gaming revenue generated by players with FDJ Protect red status for the online lottery", in order to reflect the importance of the responsible gaming policy in the Group's strategy and activities; the indicator relating to the "Absolute reduction of the Group's carbon emissions compared with the 2022 reference year (rebased to reflect the new Group scope) -2027 carbon footprint (scopes 1, 2 and 3) vs rebased 2022 carbon footprint (excluding impact of significant CAPEX)" by "Absolute reduction in Group scope 3 carbon emissions in 2028 versus 2025". This is in line with the Group's sustainability commitments and will encourage the management team to implement the corresponding actions to reduce carbon emissions on a daily basis, thereby enabling the Group to comply with the requirements of the CSRD and the 2030 transition plan. This indicator will be derived from the CSRD; the indicator for the "Proportion of women in the organisation from the Executive Committee to N-2 level" (around 400 people) by "Trajectory for reducing the gender pay gap with a Group target of <10% by the end of 2028, at constant exchange rates as at 31 December 2025". Nom. Max. Weight corresponding to the triggering Criteria Indicator weight weight threshold Achievement rate grid Financial criterion Cumulative Group recurring EBITDA 2026 2027 + 2028 (1) 30% 45% (2) 15% if the cumulative actual amount is less than 95% of the sum of the cumulative recurring EBITDA set out in the business plan: 0% if the cumulative actual amount is greater than or equal to 95% of the sum of the cumulative recurring EBITDA set out in the business plan and less than or equal to 100% of the sum of the cumulative recurring EBITDA set out in the business plan: weighted from 50% to 100% if the cumulative actual amount is greater than or equal to 100% of the sum of the cumulative recurring EBITDA set out in the business plan and less than or equal to 105% of the sum of the cumulative recurring EBITDA set out in the business plan: weighted from 100% to 150% if the cumulative actual amount is greater than or equal to 105% of the sum of the cumulative recurring EBITDA set out in the business plan: 150% Nom. Max. Weight corresponding to the triggering Criteria Indicator weight weight threshold Achievement rate grid Shareholder return criteria Cumulative earnings per share (EPS) 2026 + 2027 + 2028 (for 185.27 million shares) as a % of the sum of EPS 2026, 2027 and 2028 of the adjusted business plan 15% 22.5 % (3) 7.5% if the cumulative actual amount is less than 75% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan: 0% if the cumulative actual amount is greater than or equal to 75% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan and less than or equal to 100% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan: weighted from 50% to 100% if the cumulative actual amount is greater than or equal to 100% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan and less than or equal to 125% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan: weighted from 100% to 150% if the cumulative actual amount is greater than or equal to 125% of the sum of the cumulative EPS based on the cumulative net results set out in the business plan: 150% TSR (4) relative to comparable companies : Flutter, Entain, the Lottery Corporation, OPAP, Evoke (ex 888), Brightstar, Draftkings, Évolution, Betsson and Lottomatica (5) 7.5% 11.25 % (6) 3.75% FDJ UNITED is 1st: 150% FDJ UNITED is 2nd: 125% FDJ UNITED is 3rd: 100% FDJ UNITED is 4th: 75% FDJ UNITED is 5th: 50% Less than 5th: 0% TSR (4) relative to the SBF 120 restated for financials, real estate and energy, i.e. withdrawal of 23 stocks out of 120 (5) 7.5% 11.25 % (6) 3.75% FDJ UNITED is in the first quartile (1st to 24th): 150% FDJ UNITED is on the median (49th): 50% Linear interpolation between median and first quartile (24th to 49th) FDJ UNITED is below the median (49th to 97th): 0% Strategic criterion Growth rate of revenue from online gaming activities of the Group 2028 vs Actual 2025 (1) 20% 30% (7) 10% If the 2028 actual figure is less than the business plan by 5 points: 0% achieved If the 2028 actual figure is greater than or equal to the business plan -5 points and less than or equal to the budget: weighted from 50% to 100% If the actual figure is greater than or equal to the business plan and less than or equal to the business plan +5 points: weighted from 100% to 150% If the actual figure is greater than or equal to the business plan by +5 points: 150% achieved Nonfinancial criterion Share of GGR generated by players with FDJ Protect red status for the online lottery in 2028 10% 15% (8) 5% Share of GGR generated by players with red FDJ Protect red status for the online lottery in 2028 is equal to or greater than 7%, and annual decrease in the share of GGR generated by players with red status of at least 0.1pt per year for 2026, 2027 and 2028, and actual 2028 online lottery stakes (€m) is greater than or equal to the amount of 2028 online lottery stakes set in the adjusted business plan of January 2026: 150% achievement rate with a linear increase in points between 100 and 150% according to the following thresholds: GGR of players with red status is equal to or below 7.4%: 110% achieved GGR of players with red status is equal to or below 7.3%: 120% achieved GGR of players with red status is equal to or below 7.2%: 130% achieved Nom. Max. Weight corresponding to the triggering Criteria Indicator weight weight threshold Achievement rate grid Non- GGR of players with red status is equal to or below 7.1%: 140% achieved Share of GGR generated by players with red FDJ Protect red status for the online lottery in 2028 is equal to below 7.5%, and annual decrease in the share of GGR generated by players with red status of at least 0.1pt per year for 2026, 2027 and 2028: 100% achieved Share of GGR generated by players with FDJ Protect red status for the online lottery in 2028 greater than 7.5%, then 0% achievement rate financial criteria (continued) Absolute reduction in 5% 5% 2.5% - Reduction less than 6%: 0% achieved Group scope 3 carbon - Reduction greater than or equal to 6% and less than 8%: emissions in 2028 vs 75% achieved 2025 - 100% achievement rate if the reduction is greater than The indicator will be or equal to 8% assessed on the basis of the results published in the CSRD, excluding significant items to be eliminated (changes in scope, significant exceptional CAPEX or any other exogenous factor that may be subject to validation by the CSR C RG committee). Reduction in the 5% 5% 5% - If the gender pay gap is greater than or equal to 10% at gender pay gap (9) at end-2028, then 0% achieved constant exchange - If the gender pay gap is less than or equal to 10% at rates, as at 31.12.2025 end-2028, then 100% achieved TOTAL 100% 145% Excluding exchange rate effects, the impacts of new key projects not projected in the budget, such as external growth projects, and excluding major decisions that may be made during the year, excluding assets held for sale and excluding changes to gaming taxation made between 2026 and 2028 that are not projected in the business plan. 30% (weight) x 150% (% maximum of target achieved) = 45% (maximum achievable). 15% (weight) x 150% (% maximum of target achieved) = 22.5% (maximum achievable). Total Shareholder Return - TSR: stock market performance over the period under review taking into account dividends received and reinvested in company shares, by shareholders over the same period. Reference price: average weighted price in Q4 2028 vs average weighted price in Q4 2025; dividends reinvested. 7.5% (weight) x 150% (% maximum of target achieved) = 11.25% (maximum achievable). 20% (weight) x 150% (% maximum of target achieved) = 30% (maximum achievable). 10% (weight) x 150% (% maximum of target achieved) = 15% (maximum achievable). The difference between gross non-variable pay levels of female and male employees is expressed as a percentage of the average gross hourly base salary in December 2028 of male employees. This measure concerns permanent positions. To calculate the difference, the average gross hourly base salary of female employees was subtracted from the average gross hourly base salary of male employees. This difference was then calculated as a percentage of the average gross hourly base salary of male employees. Any exchange rate effects will be eliminated by applying those of December 2025. As part of its discretionary power, in the event of a significant change in the scope of consolidation of the Group, a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the performance conditions at the time of allocation, the Board of Directors of the Company reserves the possibility of adjusting the assessment of the fulfilment of the performance conditions set at the time of granting in order to take account of these events and to neutralise the impact on the performance objectives defined. LOCK-UP OBLIGATION UNTIL END OF TERM OF OFFICE In accordance with the provisions of the French Commercial Code and the Afep-Medef Code, the obligations regarding the lock-up of performance shares acquired are as follows: 20% of the shares acquired annually must be retained until the end of the ECDs' terms of office; the ECDs formally undertake not to engage in hedging transactions during their term of office; The remaining 80% of the shares acquired annually become freely transferable at the end of the applicable vesting period; shares subject to a lock-up obligation (20%) become transferable upon the termination of the ECD's duties. In all cases, the transfer remains subject to compliance with the legal and regulatory provisions in force and to the blackout periods provided for by the Company in its charter of stock market ethics. CONDITION OF PRESENCE The acquisition of performance shares is subject to a condition of presence of three years from the date of allocation of rights, except in cases provided for in the plan regulations (in particular in the event of death, disability or retirement). In accordance with the Afep-Medef Code, the Board of Directors may decide, if warranted, to remove the condition of presence on a pro rata basis for the ECDs (unless they were withdrawn for negligence or misconduct) provided that this decision be made public and explained. The performance shares retained in this way will still be subject to the applicable plan rules, particularly in terms of the schedule and performance conditions. The possibility of partially retaining their rights to performance shares if they leave before the end of the period set for evaluating the performance criteria helps incentivise the ECDs to take a long-term view of their actions. OTHER MULTI-YEAR REMUNERATION MECHANISMS In 2026, the ECDs do not receive any other long-term or multi-year remuneration mechanisms. Other benefits and remuneration components Benefits in kind: the two ECDs receive a company car as well as a fixed number of hours of specialised legal advice. The two ECDs receive the same life and health insurance as all Company employees. Neither of the ECDs receives any remuneration for directorships in the Company or in Group companies. Remuneration components, indemnities or benefits owed to the ECDs for leaving office - pension commitments In 2026, the ECDs do not receive any commitment for remuneration or indemnities that would have been owed for leaving office, regardless of the reason why, nor any supplementary pension commitments. In accordance with the recommendations of the Afep-Medef Code, if the ECDs leave office, the amount of annual variable remuneration for the current financial year may be prorated based on the time they were present during the financial year in question, and also depending on the performance level observed and assessed by the Board of Directors for each of the criteria initially selected. It is specified that no variable remuneration will be paid for an ECD removed for negligence or misconduct. The conditions for withdrawing Corporate Directors are as defined by law and in the Articles of Association. In cases of retirement, the rules of the free performance share plan (LTI) plan apply to ECDs. Details of the components of ECD remuneration (fixed, variable, exceptional and benefits of all types) for 2026 On the recommendation of the CGNR, the Board of Directors meeting of 18 February 2026 decided on the following remuneration principles for Stéphane Pallez, Chairwoman and CEO: Amount Presentation Fixed remuneration €384,000 The Board of Directors decided to award Stéphane Pallez an annual fixed remuneration of €384,000 for 2026, i.e. unchanged fixed remuneration since 2024. Annual variable remuneration Target amount assuming In accordance with the remuneration policy which will be presented to the objectives are achieved: General Meeting of Shareholders on 23 April 2026: €384,000 - the target amount (i.e. assuming objectives are achieved) of the 2026 annual Maximum amount in the event variable remuneration of Stéphane Pallez corresponds to 100% of her fixed of outperformance: €499,200 remuneration; - the maximum amount of the 2026 annual variable remuneration of Stéphane Pallez corresponds to 130% of her fixed remuneration. The terms for calculating these amounts are detailed in the illustrative tables in the section "Annual variable remuneration" above. The amounts to be allocated for the 2026 financial year will be determined by the Board of Directors, following the CGNR's evaluation, at the end of the financial year, of the extent to which the performance criteria for the 2026 annual variable remuneration, as set out in the section "Long-term variable remuneration" above, have been met. Long-term variable remuneration Target amount assuming In accordance with the 2026 LTI, the principles of which are subject to the objectives are achieved: approval of the General Meeting of Shareholders on 23 April 2026: €480,000 - the target amount (i.e. assuming objectives are achieved) of the long-term Maximum amount in the event variable remuneration of Stéphane Pallez corresponds to 125% of her fixed of outperformance: €696,000 - remuneration; amount of Stéphane Pallez's long-term variable remuneration (i.e. the maximum assuming outperformance) corresponds to 145% of her long-term variable remuneration if objectives are met, i.e. 181.25% of her fixed remuneration. The amounts to be allocated for the 2026 financial year will be determined by the Board of Directors, following the CGNR's evaluation, at the end of the three-year vesting period, of the extent to which the performance criteria applicable to the 2026 long-term variable remuneration, as set out in the table in the section "Long-term variable remuneration" above, have been met. The number of shares attributable to Stéphane Pallez, if 100% of her objectives are met, will correspond to 125% of her fixed annual remuneration for 2026 divided by the fair value (1) of the FDJ share defined in accordance with IFRS 2 with regard to the conditions of the LTI 2026 plan. This fair value will be defined by an independent expert on the basis of the FDJ UNITED share price on the date of allocation of the LTI 2026 performance shares. Benefits in kind Company car: estimated at Stéphane Pallez receives a company car as well as a fixed number of hours of €5,160 specialised legal/tax advice. Fixed number of hours of specialised legal/tax advice, the amount of which cannot be estimated in advance. Employee benefits The contributions are based on Stéphane Pallez receives the same life and health insurance as all Company the remuneration subject to employees. social security contributions that Stéphane Pallez receives for her term of office. Share price on the allocation date less the present value of the dividends for the vesting period and adjusted for the LTI TSR criterion. On the recommendation of the CGNR, the Board of Directors meeting of 18 February 2026 decided on the following remuneration principles for Charles Lantieri, Deputy Chief Executive Officer: Amount Presentation Fixed remuneration €297,600 The Board of Directors decided to award Charles Lantieri an annual fixed remuneration of €297,600 for 2026, i.e. unchanged fixed remuneration since 2024. Annual variable remuneration Target amount assuming In accordance with the remuneration policy presented to the General Meeting objectives are achieved: of Shareholders on 23 April 2026: €297,600 - the target amount (i.e. assuming objectives are achieved) of the annual Maximum amount in the event variable remuneration of Charles Lantieri corresponds to 100% of his fixed of outperformance: €386,880 - remuneration; amount of the annual variable remuneration of the maximum Charles Lantieri corresponds to 130% of his fixed remuneration. The terms for calculating these amounts are detailed in the illustrative tables in the section "Annual variable remuneration" above. The amounts to be allocated for the 2026 financial year will be determined by the Board of Directors, following the CGNR's evaluation, at the end of the financial year, of the extent to which the performance criteria for the 2026 annual variable remuneration, as set out in the section "Long-term variable remuneration" above, have been met. Long-term variable remuneration Target amount assuming In accordance with the 2026 long-term remuneration plan, the principles of objectives are achieved: which are subject to the approval of the General Meeting of Shareholders on €372,000 23 April 2026: Maximum amount in the event - the target amount (i.e. assuming objectives are achieved) of the long-term of outperformance: €539,400 variable remuneration of Charles Lantieri corresponds to 125% of his fixed remuneration; - the maximum amount of Charles Lantieri's long-term variable remuneration (i.e. assuming outperformance) corresponds to 145% of his long-term variable remuneration if objectives are met, i.e. 181.25% of his fixed remuneration. The amounts to be allocated for the 2026 financial year will be determined by the Board of Directors, following the CGNR's evaluation, at the end of the three-year vesting period, of the extent to which the performance criteria applicable to the 2026 long-term variable remuneration, as set out in the table in the section "Long-term variable remuneration" above, have been met. The number of shares attributable to Charles Lantieri, if 100% of his objectives are met, will correspond to 125% of his fixed annual remuneration for 2026 divided by the fair value (1) of the FDJ UNITED share defined in accordance with IFRS 2 with regard to the conditions of the LTI 2026 plan. This fair value will be defined by an independent expert on the basis of the FDJ UNITED share price on the date of allocation of the LTI 2026 performance shares. Benefits in kind Company car: estimated Charles Lantieri receives a company car as well as a fixed number of hours of at €1,815 specialised legal advice. Fixed number of hours of specialised legal/tax advice, the amount of which cannot be estimated in advance. Employee benefits The contributions are based on Charles Lantieri receives the same life and health insurance as all Company the remuneration subject to employees. social security contributions that Charles Lantieri receives for his term of office. Share price on the allocation date less the present value of the dividends for the vesting period and adjusted for the LTI TSR criterion. Remuneration policy for directors for the year 2026 The remuneration policy for directors is established in accordance with the principles and procedure described above. On 22 May 2025, the General Meeting, on the proposal of the Board of Directors, approved the increase in the maximum annual remuneration package for directors from €700,000 to €770,000 to take into account the Group's development and the increase in the directors' workload. This amount will remain unchanged for 2026. The rules for the distribution of this package are based on the following principles, as set out in the Rules of Procedure of the Board of Directors: fixed portion : represents 40% of the total package, reflecting the minimum work required for the role; variable portion : represents 60% of the total package, to incentivise performance, attendance and commitment; additional workload : taken into account for chairing a committee, both in the fixed portion and in the variable portion. If the maximum annual budget is exceeded, capping and reduction will be proposed, applied in priority to the fixed remuneration of Board members so as not to exceed the ceiling of the budget defined by the Board. The directors representing employees and employee shareholders, as well as the Chairwoman and CEO, do not receive any remuneration for their participation in Board and committee meetings. In addition, the Board of Directors may, where appropriate, grant one or more directors exceptional remuneration for a specific assignment in accordance with the provisions of Articles L. 225-46 and L. 22-10-15 of the French Commercial Code and in compliance with Articles 15 para. 3 of the Articles of Association and 3.7 b) of the Rules of Procedure. The allocation of any such remuneration will be subject to the procedure governing related-party agreements. The total amount of this exceptional remuneration will be capped at 10% of the annual remuneration package for directors. The table below summarises the distribution rules for the maximum remuneration package allocated to the remuneration of the members of the Board of Directors for 2026, which is as follows: Board of Directors Annual fixed portion Per meeting (variable portion) Director €10,000 €2,200/Board meeting or Board strategy seminar lasting half a day or less €3,500/Board meeting or Board strategy seminar lasting more than half a day Non-voting director (if - €2,200/Board meeting or Board strategy seminar lasting half a day or less applicable) €3,500/Board meeting or Board strategy seminar lasting more than half a day Audit and Risks Annual fixed Per meeting Committee portion (variable portion) Member/Non-voting member - €2,200 Chair €5,000 €3,200 Other committees Annual fixed portion Per meeting (variable portion) Member/Non-voting member - €2,200 Chair €2,000 €3,200 Concerning the variable portion granted to directors, it is specified that if multiple Board of Directors meetings are held on the same day, particularly the day of the Annual General Meeting of Shareholders, then participating in more than one of those meetings only counts as one participation. In accordance with the provisions of Article 3.7 of the Board's Rules of Procedure: "directors shall be reimbursed, on the basis of receipts, for travel and other expenses incurred by them in the interests of the Company." Furthermore, the Board of Directors' meeting of 14 February 2024 formalised in its Rules of Procedure the practice of setting up ad hoc committees for the purpose of studying and, where appropriate, monitoring draft strategic, acquisition, disposal and any other major agreement falling within the remit of the Board of Directors. Within this framework, members and Chairs of ad hoc committees are remunerated in the same way as those of other committees. g

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