Exhibit: Materials and Information Required in Respect of General Meetings of French-listed Companies


  • The meeting notice, with the detailed text of all proposed resolutions.
  • The board of directors’/ management board’s/supervisory board’s reports.
  • The auditors’ general and special reports and specifically the auditors’ special report on RPTs,
  • The consolidated accounts.
  • Information on ownership’s structure in capital and voting rights (and information related to double voting rights, when applicable) at the end of the last fiscal year or more recently if a significant modification of the ownership structure occurred.
  • The description of any shareholders’ agreement.
  • If applicable, clear and accurate explanations for each provision of the code of best practice chosen by the company, with which they would not comply.
  • Any special reports related to M&A transactions including, but not limited to, any report of the independent expert (fairness opinion).
  • A current version of the bylaws and if necessary the new version.
  • Internal guidelines of the board of directors and/or the board charter.
  • All other documents allowing the shareholders to cast an informed vote.

In respect of director elections (for all current members and any new candidate):

  • Biographies.
  • First nomination date (including mandates before changes in the board structure) and end of mandate’s date.
  • Number of shares held.
  • Their mandates in listed companies outside the group (including the mandates as censor at French listed companies).
  • All links, direct or indirect, with the company, the management, the founder family (when applicable), the main shareholders and/or their affiliates.
  • The description of all services provided to the company other than the mandate as director,
  • Identification by the company of the candidates considered independent (including for the new ones) and criteria justifying the independence.
  • The nomination committee’s report and more generally the selection process of the new candidates, plus the rationale for the choice of the candidate(s).
  • The individual attendance rate at board’s and committees’ meetings.
  • The number of meetings for the board and committees and the average attendance rates.
  • The future composition of the committees.

In respect of remuneration, severance package and other benefits granted to corporate officers (executive or not) and to the members of the executive committee:

  • All information presented in the charts provided in the AMF recommendations dated on Dec. 22, 2008, in particular a clear and accurate description of all types of remuneration due and paid to corporate officers (executive or not) for the last fiscal year.
  • For each executive corporate officer, the total number of outstanding stock options, performance/free shares, and warrants (granted and not yet exercised).
  • The remuneration policy applicable to executive directors (including target and maximum bonus, performance criteria and weightings), directors, and censors.
  • Detailed information about any severance package, and specifically:
    • The reference remuneration for the calculation of the severance payment and/or the non-compete agreement.
    • The maximum amount.
    • The amount paid in connection with a termination of mandate and/or termination of employment contract.
    • Explicit description of performance conditions attached to severance payments,
    • Explicit description of the triggering events for such payments (as well as the maximum period between the event and the actual end of mandate).
  • Detailed information on additional pension schemes granted to corporate officers (notably categories of beneficiaries, reference period for the calculation of the benefits, cap, conditions for eligibility (e.g. seniority, presence) within the company or the group).
  • Remuneration committee’s report or detailed description of the committee’s work for the last fiscal year.
  • Concerning resolutions proposed at the general meeting, with regard to points 20.2.3 and 20.2.4 of the AFEP-MEDEF recommendations, and to enable the assessment of best practices in remuneration:
    • The total number of outstanding options, performance/free shares, and warrants at company level.
    • The vesting period of such options, shares, or warrants.
    • Detailed description of the performance criteria (forward and backward looking) attached to the vesting of stock options, performances shares, warrants, and potential severance payments.
    • The index chosen for comparing the performances (or the composition of the peer group) and explicit measurement periods.
    • Explanations about the choice of these different elements and their stringency.

ISS pays particular attention to the timely disclosure of executive remuneration components following their determination by the board, as recommended by point 21.1 AFEP-MEDEF Code, and to the quality of information on the criteria used to determine the bonus and the severance payments due to the executives. We invite the issuers to proactively send us all press releases and other public statements on these topics.

In addition, in line with suggestions in the 2011 AMF Report on corporate governance, ISS is looking for any relevant explanation concerning director independence, specifically when there are business links between the company and a director (or a company to which he/she is linked).

Finally, ISS could pay attention to the process set up by the board for preventing and dealing with potential or existing conflicts of interests between a director and the company.

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