Compensation Committee Membership The Compensation Committee consists of two independent directors, Bernard Jourdan, Chairman of the Committee, and Anne Binder. The June 2013 amended version of the AFEP-MEDEF Code states that “it is advised that an employee Director be a member of this Committee”. However, inasmuch as the company is not covered by the obligation to appoint employee directors, for the reasons stated above, this recommendation does not apply to the company. Mission The mission of the Compensation Committee is broader than that laid down in the recommendations of the AFEP-MEDEF Code and is to: – review, prior to meetings of the Board of Directors called to vote on these questions, the principles and amount of ﬁxed and variable compensation, together with the corresponding annual targets serving to determine the variable portion thereof, and the additional beneﬁts paid to executive directors, and make recommendations. At year-end closing, the Committee validates the actual amount corresponding to variable compensation earned during the ﬁscal year elapsed; – review the principles and amount of ﬁxed and variable compensation, together with annual targets governing calculation of the variable portion, together with additional beneﬁts paid to other members of the Executive Committee; – review the ﬁxed and variable compensation of all Group managers whose total annual compensation exceeds €150,000 or $200,000; – review, prior to the meeting of the Board of Directors to vote on these questions, the details, rules and granting of the annual stock options plan, and make its recommendations; – review company policy on equal opportunities and equal pay, and to make recommendations to the Board prior to annual discussion by the latter, as prescribed in the (French) January 13, 2011 Act; – take cognizance annually of the Group’s human resources performance report, of its policies and of the corresponding plan for the current ﬁscal year.