Slides
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2025 AGM Governance Roadshows Emmanuel Blin Chair of the Board Elizabeth Bastoni Chair of the Remuneration & Nomination Committee April-May 2025
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Executive Summary Governance and Board Composition Corporate Officers Remuneration Financial Resolutions Governance stabilized with a new Chair of the Board and a new CEO appointed in December 2024 Diversified, balanced and tightened Board of Directors (10 members post 2025 AGM) New Chair of the Audit appointed after the AGM following Claire Giraut departure High level attendance rates in 2024 for the Board and all the Committees Ex-post resolutions include new Chair and new CEO remunerations for the last three weeks of 2024 No termination indemnity for the former CEO Decrease in fixed remuneration for the Chair of the Board and the CEO proposed for 2025 CEO variable remuneration closely linked to the execution of the FOCUS-27 plan Renewal of Financial Authorizations The authorizations may not be used during a public tender offer Total amount of equity securities or debt securities issuance limited to 50% of capital for capital increase with preferential rights, and 10% of capital for capital increase without preferential rights P. 2
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Governance and Board activity in 2024 P. 3
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EUROAPI’s Governance - Evolution P. 4 Chair CEO Viviane Monges Viviane Monges (non-independent) Ludwig de Mot David Seignolle Emmanuel Blin (independent) 2024 2025 Ludwig De Mot appointed Chief Executive Officer Resignation of Ludwig de Mot and Viviane Monges 9 December 2024 28 February 2024 Lead Independent Director Elizabeth Bastoni
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Board composition at the end 2024 Diversified and balanced Emmanuel Blin Chair of the Board Elizabeth Bastoni Cécile Dussart Rodolfo Savitzky Mattias Perjos 6 Independent Directors Kevin Rodier Marie-Isabelle Penet Jean-Yves Caminade Représentant de BPIfrance Investissement Olivier Klaric Représentant permanent de Sanofi Géraldine Leveau Nommée sur proposition de l’Etat français 2 Directors representing the employees 45% women 67% Independents 56 average-aged 6 Nationalities Claire Giraut until 21 May 2025
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Board’s competencies matrix P. 6
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Board’s activity in 2024 p.7 External assessment conducted in 2024, upon the recommendation of the Nominations and Compensation Committee. Written questionnaire sent to all the Directors through a digital platform Oral interviews conduced by an external consultant with the Directors List of items for improvements or changes presented to the Board of Directors on March 3 rd, 2025 14 meetings 98% Attendance rate 7 Executive sessions Main topics covered Board evaluation Review of the strategy, including the FOCUS-27 plan, and the evaluation of strategic options; Review of the company and consolidated financial statements for the first half of 2024, review of the related draft press releases, Presentation of the 2025 budget, Review of the composition of the Board of Directors and its committees, and examination of the independence of each of the members of the Board of Directors Review of the Board of Directors’ management report, Corporate Governance Report, Sustainability Statements, and reports of the statutory auditors, Review of the succession plans for the Corporate Officers, Review of the draft resolutions to be submitted to the 2025 AGM
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The Board’s Committees High independence and attendance rates in 2024 P. 8 Cécile Dussart Chair Rodolfo Savitzky Independent Chair as of 21 May 2025 Mattias Perjos Independent Kevin Rodier Marie-Isabelle Penet Jean-Yves CaminadeOlivier Klaric Emmanuel Blin Independent Elizabeth Bastoni Chair - Independent Elizabeth Bastoni Independent Emmanuel Blin Independent Claire Giraut - Independent Chair until 21 May 2025
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Corporate Officers' remuneration policy P. 9
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Board of Directors Independent members 2024 remuneration (ex-post – resolution #5) 2025 remuneration policy (ex-ante - resolution #12) €527,526 Total enveloppe* €1,100,000 * : including the Chair remuneration Total envelope (excluding the Chair remuneration) €450,000 FIXED Variable (depends on the attendance at the Committees , which Committee, what function)) 60 000 € Fixed remuneration (for 80% attendance rate) Audit committee or Nomination and compensation committee Chair : €25,000 Other members : €10,000 ESG committee Chair : €15,000 Other members : €10,000 Directors travelling from a non-European country receive an additional compensation of €4,000 per trip
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Chair of the Board 2024 Remuneration due to Viviane Monges (ex-post - resolutions #7 & #9) Chair Fixed remuneration March 9 December December 2024 January 28 February Chair and Interim CEO Fixed & exceptional remuneration €324,328 €281,818 Fixed remuneration €36,500 Exceptional remuneration 6,000 € Avantages en nature 2024 Remuneration for Emmanuel Blin (ex-post -resolution #8) €270,000 Fixed remuneration €17,386 (€270,000 prorate temporis) 2025 Remuneration for Emmanuel Blin (ex-ante -resolution #13)
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Corporate Officers - CEO (1/2) 2024 remuneration due to Ludwig de Mot (ex-post - resolution #10) 2024 remuneration due to David Seignolle (ex-post- resolution #11) 399 500 € 59 925 € Others Prorata temporis fixed remuneration Total remuneration €603,125 €33,908 Prorata temporis fixed remuneration 9 December – 31 December 2024 No termination indemnity € 143,700 Prorata temporis Variable Remuneration
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Corporate Officers - CEO (2/2) Fixed Variable Target : 80% of fixed remuneration with 120% maximum target €485,000 2025 variable remuneration criteria Weight Financial targets (based onthe budget validated on10 December 2024 Free Cash Flow 25% Core EBITDA margin 25% Individual objectives Continue to deliver FOCUS-27 • Deliver FOCUS-27 plan for 2025 as planned, especially on finalizing stock piling for discontinuing API by the end of 2025, including managing the inventory impact • Implement the adjustment of the industrial footprint 25% Foster people driven transformation to support the delivery of FOCUS-27 15% ESG • Strengthen safety performance by improving safety culture with 8 Management safety visits by eligible trained managers. • Progress toward EUROAPI 2030 environmental commitments and register to Science Based Targets Initiative (SBTi) by end of 2025. 10% p.13 David Seignolle remuneration for 2025 (ex-post- résolution 14)
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Main Financial Authorizations P. 14
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Main financial authorizations given the to Board Objective: limit the total amount of equity securities or debt securities issuance Overall limits on financial authorizations (Resolution #24) Overall limit: €47 million, i.e. less than 50% of the share capital • 17th, 18th, 19th, 20th, 21st, 22nd, 23rd, and 29th resolutions Limit for capital increases without preferential subscription rights : €9.5 million or 10% of the share capital • 18th, 19th, 20th, 21st, 22nd, 23rd, and 29th resolutions Overall ceiling on issuances of debt securities: €750 million
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Resolution 18 – Capital increase without preferential subscription rights for shareholders by way of public offerings” Resolution 19 – Capital increase without preferential subscription rights for shareholders through offers intended exclusively for qualified investors and/or a limited circle of investors acting on their own behalf Main financial authorizations given the to Board Capital Increases and Debt Securities Resolution 17 - Capital increase with preferential subscription rigths Ceiling for capital increase: €9.5 million (10% of capital) Ceiling for debt securities: €750 million Duration: 26 months Ceiling for capital increase: €47 million (50% of capital) Ceiling for debt securities: €750 million Duration: 26 months Resolution 20 – Increase of the initial amount of the issues related to resolution 17th, 18th, 19 th, in the event of excess requests (“green shoe”) Ceiling for capital increase: €9.5 million (10% of capital) Ceiling for debt securities: €750 million Duration: 26 months Same price as the initial issue Ceiling 10% of the initial issue Duration: 26 months The issue price of the securities will be at least equal to the VWAP over the last 3 trading days preceding the setting of the issue price, with a maximum discount of 5% Resolution 21 – Capital increase without preferential subscription rights for the benefit of categories of shareholders Ceiling for capital increase: €4.7 million (5% of capital) Ceiling for debt securities: €750 million Duration: 18 months These authorizations may not be used during a public tender offer
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Resolutions P. 17
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P. 18 1. Approval of the parent company financial statements for the year ended December 31, 2024 ; 2. Approval of the consolidated financial statements for the year ended December 31, 2024 ; 3. Allocation of loss for the financial year ended December 31, 2024 ; 4. Approval of the regulated agreements entered intobetween the Company’s affiliates and Sanofi group ; Resolutions Ordinary General Meeting 5. Determination of the total remuneration granted to the Company’s Board of Directors ; 6. Approval of the information referred to in I of Article L. 22-10-9 of the French Commercial Code relating to remuneration paid during or awarded in respect of the financial year ended December 31, 2024 to corporate officers ; 7. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended December 31, 2024, or awarded in respect of the same financial year to Ms. Viviane Monges, in respect of her office as Chair of the Board of Directors of the Company until December 9, 2024 ; 8. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended December 31, 2024, or awarded in respect of the same financial year to Mr. Emmanuel Blin, in respect of his office as Chair of the Board of Directors of the Company with effect from December 9, 2024 ; 9. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended December 31, 2024, or awarded in respect of the same financial year to Ms. Viviane Monges, in respect of her office as Chief Executive Officer until February 28, 2024 ; 10. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended December 31, 2024, or awarded in respect of the same financial year to Mr. Ludwig de Mot, in respect of his office as Chief Executive Officer of the Company from February 28, 2024 until December 9, 2024 ; 11. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind paid during the financial year ended December 31, 2024, or awarded in respect of the same year to Mr. David Seignolle, in respect of his office as Chief Executive Officer of the Company with effect from December 9, 2024 ; 12. Approval of the remuneration policy for members of the Board of Directors ; 13. Approval of the remuneration policy for Mr. Emmanuel Blin, Chair of the Board of Directors ; 14. Approval of the remuneration policy for Mr. David Seignolle, Chief Executive Officer of the Company ;
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P. 19 Resolutions Ordinary and Extraordinary General Meeting 15. Authorization to be granted to the Board of Directors to purchase, hold or transfer shares in the Company; 16. Authorization for the Board of Directors to reduce the share capital by cancelling shares under the authorization to repurchase the Company’s own shares ; 17. Delegation of authority to the Board of Directors to increase the share capital by the issuance of ordinary shares and/or other securities, with preferential subscription rights for shareholders ; 18. Delegation of authority to be granted to the Board of Directors to increase the share capital by the issuance of ordinary shares and/or any other securities, without preferential subscription rights for shareholders and with a public offering (other thanthe offerings referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code) ; 19. Delegation of authority to the Board of Directors to increase the share capital by the issuance of ordinary shares and/or anyother securities, without preferential subscription rights for shareholders, pursuant to a public offering to qualified investors or a limited circle ofinvestors, as referred to in paragraph 1 of Article L. 411-2 of the French Monetary and Financial Code ; 20. Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with or without preferential subscription rights decided under the Seventeenth resolution, the Eighteenth resolution and the Nineteenth resolution above ; 21. Delegation of authority to the Board of Directors to decide to issue ordinary shares or securities giving access to the Company’s share capital, without preferential subscription rights for shareholders for the benefit of categories of beneficiaries ;
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P. 20 22. Delegation of authority to the Board of Directors to issue ordinary shares and securities giving access to the share capital of the Company, in the event of a tender offer with an exchange component made by the Company ; 23. Delegation of powers to the Board of Directors to decide to issue ordinary shares of the Company or securities giving access by any means, immediately and/or in the future, of the Company’s share capital, up to a limit of 10% of the share capital, to remunerate contributions in kind of equity securities or securities giving access to the share capital of third-party companies other that pursuant to an exchange offer ; 24. Overall limits on the amount of issuances made pursuant to the delegations set out in the above resolutions and in the Twenty-Ninth resolution below ; 25. Delegation of authority to the Board of Directors to increase the capital by incorporating premiums, reserves, profits or other items ; 26. Authorization to be granted to the Board of Directors to grant options to subscribe for or purchase the Company’s shares, which results in the waiver by the shareholders of their preferential subscription rights ; 27. Authorization to be granted to the Board of Directors to grant free shares, existing or to be issued, which results in the waiver by the shareholders of their preferential subscription rights ; 28. Overall limits on the amount of issuances that may be made under the authorizations to be granted to the Board of Directors for the purpose of granting stock options or free shares ; 29. Delegation of authority to the Board of Directors to increase the share capital by the issuance of shares and/or securities giving access to she share capital of the Company, for employees participating in the Company’s savings plan ; 30. Amendment to Article 13 of the Company’s Articles of Association relating to meetings and deliberations of the Board of Directors. 31. Powers for formalities (Ordinary General Meeting) Resolutions Ordinary and Extraordinary General Meeting
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2025 AGM Governance Roadshows