SFIL Annual financial report 2018

Report on corporate governance I 2 59 Annual Financial Report 2018 SFIL Management report Report on corporate governance Consolidated financial statements in accordance with IFRS Annual financial statements in accordance with French GAAP Shareholders’ Meeting of May 29, 2019 General information Officer, as presented in the Board of Directors’ report on corporate governance to the Shareholders’ Meeting, and approves the payment of the variable or exceptional com- pensation items. Eleventh resolution: approval of compensation items due or granted for the year ended December 31, 2018, to Chantal Lory, Chair of the Board of Directors The Shareholders’ Meeting, consulted pursuant to the pro- visions of articles L.225-37-2 and L.225-100 of the Code of Commerce, voting in accordance with the conditions governing the quorum and majority required for ordinary shareholders’ meetings, issues a favorable opinion on the compensation items due or granted for the year ended December 31, 2018, to Chantal Lory, Chair of the Board of Directors, as presented in the Board of Directors’ report on corporate governance to the Shareholders’ Meeting. Twelfth resolution: approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Philippe Mills Having examined the report provided for by the last par- agraph of article L.225-37 of the Code of Commerce, the Shareholders’ Meeting, voting in accordance with the condi- tions governing the quorum and majority required for ordi- nary shareholders’ meetings, approves the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional items making up the total com- pensation and benefits of any kind presented in the afore- mentioned report and payable, due to his term of office as Chief Executive Officer, to Philippe Mills. Thirteenth resolution: approval of the principles and criteria for determining, allocating and granting the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable to Chantal Lory Having examined the report provided for by the last par- agraph of article L.225-37 of the Code of Commerce, the Shareholders’ Meeting, voting in accordance with the condi- tions governing the quorum and majority required for ordi- nary shareholders’ meetings, approves the principles and criteria for determining, allocating and granting the fixed, variable, and exceptional items making up the total com- pensation and benefits of any kind presented in the afore- mentioned report and payable, due to her term of office as Chair of the Board of Directors, to Chantal Lory. 2.3 – COMPENSATION AND BENEFITS TO MEMBERS OF MANAGEMENT AND SUPERVISORY BODIES Summary compensation table for each member of management and supervisory bodies (in euros) Chantal Lory Chair of Board of Directors 2017 2018 Amount due for the fiscal year Amount paid for the fiscal year Amount due for the fiscal year * Amount paid for the fiscal year Gross fixed compensation Gross variable compensation Exceptional gross compensation Attendance fees 23,667 29,000 Benefits in-kind TOTAL 23,667 29,000 (*) Subject to the approval of the Minister responsible for the economy and of the Shareholders’ Meeting. Philippe Mills Chief Executive Officer 2017 2018 Amount due for the fiscal year Amount paid for the fiscal year Amount due for the fiscal year * Amount paid for the fiscal year Gross fixed compensation 320,000 320,000 Gross variable compensation 24,786 28,860 Exceptional gross compensation Attendance fees Benefits in kind TOTAL 344,786 28,860 320,000 (*) Subject to the approval of the Minister responsible for the economy and of the Shareholders’ Meeting.