Report
Expert Corporate Governance Service (ECGS)
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Wendel - AGM 16 May 2019

ITEMS 7 and 8: In the 2019 remuneration policies of the Members of the Management
Board, the company proposes to increase the measurement period of the options
performance condition up to 3 years, following ECGS past criticisms; we commend the
Company for this change which is a significant improvement compared to the previous
remuneration policy and justifies our support of Items 7 and 8. However, we urge the
company to amend performance conditions of performance shares as vesting scales of 2
out of 3 performance conditions allow vesting in case of underperformance.

Underlying
Wendel SE

Wendel is an investment company specializing in acquiring long-term holdings in industrial and services companies. Co.'s activities can be divided into six main divisions. Through Bureau Veritas, Co. provides conformity assessment services and certification. Through Stahl, Co. is engaged in high performance coatings and leather finishing products. Through Saint-Gobain, Co. manufactures, transforms and distributes construction materials. Through Legrand, Co. specializes in electrical and digital building infrastructures. Through Deutsch, Co. provides high-performance connectors. Through Materis, Co. provides specialty chemicals for construction.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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