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Etude de l'AG du 19/04/2017

We recommend that shareholders oppose the authorization to acquire own shares and bonds (respectively in item 4 and item 5), as the maximum price of the repurchases (120% of the market price) exceeds the ECGS guidelines limit of 110% of the market price. Furthermore, concerns over the possibility to use share buy-backs to increase the executive variable remuneration, as EPS is one of the key performance indicators for both the annual bonus and the long-term incentive.

In item 6, shareholders are called to an advisory vote on the remuneration policy for executive members. The remuneration policy for the executive Directors has not changed in 2016. The overall remuneration amounts are reasonable (the CEO's base salary is € 800'000 and the variable remuneration is capped at 200% of his base salary). However, we have serious concerns over the possibility to award discretionary bonuses, also considering that a significant component of the variable remuneration (20% of the bonus and 35% of the long-term incentive) is based on a qualitative assessment and does not depend on predefined performance conditions. Furthermore,

the executive variable remuneration is not adequately structured to achieve an alignment of interests with the shareholders in the long term, as the long-term incentive is exclusively based on annual results and it is 100% paid in cash. Finally, we note that a large part of both the annual bonus and the "long-term incentive" is based on the same performance metrics (TSR, EPS, debt-to-EBITDA and OCF), so that the CEO is paid twice for achieving the same target. Hence, we recommend opposition.