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REGISTRATION DOCUMENT 2015

Corporate Governance

6.3 Compensation and benefits of corporate officers and governance bodies

258

Details of the collective compensation programs

Group performance units

Annual objectives

Objectives for fiscal year 2013 (applied to Group performance units granted in 2011, 2012 and 2013)

For 2013, the criteria set by the Board of Directors, acting upon the

recommendation of the Nomination and Compensation Committee,

are as follows:

•

increase in net sales of at least 5% on a like-for-like basis; and

•

reduction in the Trading operating margin of a maximum of 50

basis points in 2013 versus 2012, on a like-for-like basis.

The Board, at the recommendation of the Nomination and

Compensation Committee, acknowledged that the objective related

to the Trading operating margin was not achieved. Consequently,

as the objectives of the Group performance units are cumulative,

the Board of Directors noted that the 2013 GPU objectives had not

been achieved.

Objective for fiscal year 2014 (applied to Group performance units granted in 2012, 2013 and 2014)

For 2014, the criterion set by the Board of Directors, acting upon the

recommendation of the Nomination and Compensation Committee,

is an increase in net sales of at least 5% on a like-for-like basis.

For 2014, the criterion set by the Board of Directors, acting upon the

recommendation of the Nomination and Compensation Committee, is

an increase in net sales with a mechanism that gradually increases

the value of each GPU as follows:

Level of fulfillment of the objective in 2014

Value of each Group performance unit for 2014

(in €)

< 4.5%

0

≥ 4.5%

5

≥ 4.6%

6

≥ 4.7%

7

≥ 4.8%

8

≥ 4.9%

9

≥ 5.0%

10

The Board, acting upon the recommendation of the Nomination and Compensation Committee, noted that the objective was achieved at

a rate of 4.7% and therefore valued the GPUs at €7 for 2014.

Objective for fiscal year 2015 (applied to Group performance units granted in 2013, 2014 and 2015)

For 2015, the criterion set by the Board of Directors, acting upon the

recommendation of the Nomination and Compensation Committee,

is an increase in net sales of at least 4.5% (on a like-for-like basis),

for a maximum payment with a mechanism that gradually increases

the value of each GPU in case of partial fulfillment of the objective

(with 4% being the lower range of the objective communicated to

the market), as follows:

Level of fulfillment of the objective in 2015

Value of each Group performance unit for 2015

(in €)

< 4.0%

0

≥ 4.0%

5

≥ 4.1%

6

≥ 4.2%

7

≥ 4.3%

8

≥ 4.4%

9

≥ 4.5%

10

The Board, acting upon the recommendation of the Nomination and Compensation Committee, noted that the objective was achieved at

a rate of 4.4% and therefore valued the GPUs at €9 for 2015.