Eramet : Politique de rémunération approuvée en Assemblée Générale Mixte du 28 mai 2021

• SAY ON PAY EX ANTE»: Information on the approval of the remuneration policy of the management and administration bodies, pursuant to Articles L. 22-10-8 and R.22-10-14 of the French Commercial Code and article 1 of the Decree n° 2019-1235 dated 27 November 2019

Pursuant to the provisions of Article L. 22-10-8 and Article R. 22-10-14 of the French Commercial Code, the General Shareholders' Meeting has approved:

• resolution 10 on the remuneration policy applicable to the members of the Board of Directors by 99.95% of vote cast and
• resolution 11 the remuneration policy applicable to Ms Christel Bories, Chief Executive Officer, by 99.66% of vote cast.

This information is provided in Chapter 7 of the 2020 Universal Registration Document,"Remuneration of the management and administration bodies".

In accordance with the wording of Article L. 22-10-8, the approval of the General Shareholders' Meeting is required every year and upon each material change to the remuneration policy. If the General Shareholders' Meeting does not approve the resolution and if it has previously approved a compensation policy, the latter shall continue to apply and the Board of Directors shall submit a draft resolution presenting a revised remuneration policy to the next General Shareholders' Meeting for approval. In the absence of a previously approved compensation policy, if the General Shareholders' Meeting does not approve the draft resolution, remuneration shall be determined in accordance with the remuneration assigned in the previous year, or, in the absence of remuneration assigned in the previous year, in accordance with existing practices within the Company.

The text of the paragraph 7-1 of the 2020 Universal Registration Document follows below:

7.1. Remuneration policy for the executive corporate officers

This remuneration policy has been decided upon in accordance with article L. 22-10-8 (formerly L.225-37-

1. of the French Commercial Code by the Board on 16 February 2021, based on the proposal by the Remuneration and Governance Committee.

As at the date of this report, the Company's corporate officers are Ms Christel Bories, Chairperson and CEO, and all the members of the Board of Directors.

In accordance with Articles L. 22-10-8 and R. 2-10-14 of the French Commercial Code, the remuneration policy will be put to the 2021 General Shareholders' Meeting for approval in a resolution and will be made public on the Company's website on the next business day after the vote. The public can continue to consult the policy, free of charge, throughout the period it is applicable, together with the date and result of the vote.

7.1.1. Information on all corporate officers

7.1.1.1. Principles for determining the remuneration policy applicable to corporate officers

The Board of Directors ensures that the remuneration policy applicable to corporate officers, proposed by the Remuneration and Governance Committee and approved by the Board, is in the corporate interest, is aligned with the Company's business strategy and is designed to promote our performance and competitiveness over the medium and long term to ensure sustainability.

These are the principles underlying the policy:

Compliance	In its analysis and proposals, the Remuneration and Governance Committee pays
	special attention to making sure the remuneration policy accords with legal and
	regulatory requirements, as well as with the recommendations of the Afep-Medef
	Code.
Simplicity and consistency	In drafting the remuneration policy, the Remuneration and Governance Committee
	ensures that it proposes simple, intelligible rules that are consistent with those that
	apply to Group employees.
Comprehensiveness and	All components of remuneration and benefits of all kinds are exhaustively analysed
balance	each year, with both an approach by component, based on justification and the
	interests of the Company and the Group, and an analysis of overall consistency. The
	aim is to achieve the best possible balance between fixed and variable, individual
	and collective, short and long-term compensation.
Aligning interests	This criterion is predicated on the need to be able to attract, motivate and retain the
	talent to execute on the strategy the Company needs, and to meet the requirements of
	shareholders and other stakeholders, especially when it comes to CSR and the link to
	performance.
Competitiveness	We regularly benchmark remuneration levels and structures against panels of our
	corporate peers, with the assistance of external consulting firms.
	The international panel is made up of international mining players: Rio Tinto,
	Anglo-American, BHP, Vale, Lonmin, Bolinden and Glencore.
	In the national market, we use a panel of companies among the SBF 120 listed
	companies, with a particular focus on industrial companies, such as Alstom,
	Faurecia, Nexans, Valeo, Vallourec, Arkema and CGG.
Performance	Financial and extra-financial performance requirements are stringent and assessed
	annually. They encompass the key factors of value creation and the Company's
	profitable and sustainable growth and are aligned with our short, medium and long-
	term objectives, which contributes to lasting growth. They are regularly reviewed in
	line with the Group's strategic priorities.

7.1.1.2. Decision-making process to determine, review and implement the remuneration policy for corporate officers

The policy for the remuneration of corporate officers is determined and reviewed every year by the Board of Directors, on the recommendations of the Remuneration and Governance Committee.

These recommendations are based on analysing market practices and on a yearly survey of the remuneration of corporate officers of companies with a turnover and market capitalisation comparable to that of the Eramet Group.

In its procedures for managing conflicts of interest, Eramet complies with the recommendations of the Afep-Medef Code on the independence of directors that sit on the Remuneration and Governance Committee and the Board of Directors.

All directors are bound by the Directors' Charter appended to Eramet's Internal Regulations, which sets out the directors' obligations with respect to conflicts of interest.

Accordingly, the executive corporate officer concerned (in this case, the Chairperson and CEO) does not take part in the work of the Remuneration and Governance Committee that concerns him/her.

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Similarly, the executive corporate officer does not take part in the deliberations or vote on decisions concerning him/her taken by the Board of Directors.

The Remuneration and Governance Committee meets as often as necessary, especially before approving

the "say on pay" agenda item for the Shareholder's Meeting.

The Committee is tasked with:

• deciding on all forms of compensation for corporate officers, including benefits in kind, pensions or retirement benefits, received from any Group company or affiliated company;
• scrutinising and formulating proposals to the Board of Directors on the remuneration of corporate officers and, in particular, the fixed portion, the variable portion, medium- and long-term remuneration plans (including performance shares), as well as pension plans and the contractual terms and conditions relating to their termination of employment (including the fixed portion and the variable portion of remuneration);
• proposing the principles for determining how directors' fees should be allocated amongst the directors;
• proposing the total annual sum allocated to the directors, the breakdown of individual amounts, as well as the remuneration allocated to the directors tasked with exceptional assignments.

The Chairman of the Remuneration and Governance Committee reports to the Board of Directors on the Committee's work, studies and recommendations.

Under its remit, the Remuneration and Governance Committee may request technical studies relating to the compensation of corporate officers from any outside advisor, consultant or expert.

The Board of Directors decides on the remuneration policy applicable to the corporate officers and oversees implementation. It sets the remuneration for Eramet's Chairperson & CEO and directors. Moreover, as part of its preparatory work for the annual review of the remuneration of corporate officers, the Remuneration and Governance Committee is informed about the changes proposed for the Group's employees as a whole, both in terms of fixed and variable compensation and the allocation of shares, with or without performance conditions. This information is designed to ensure that the policy for corporate officers is aligned and consistent with the remuneration policy for Group employees.

7.1.1.3. Breakdown of fixed annual remuneration granted to directors

The total sum allocated to the Board of Directors was set at €950,000 at the General Shareholders' Meeting of 23 May 2017 (seventeenth resolution).

From 2017 onwards, and in accordance with recommendation 20.1 of the Afep/Medef Code the rules for the allocation of Eramet's directors' fees are as follows, to ensure the amount consists primarily of a variable portion:

• €10,000 per year per member of the Board of Directors.
• €5,000 per member of the Appointments Committee, no annual fee for members of the Strategy and CSR Committee, for members of the Audit, Risks and Ethics Committee or for members of the Remuneration and Governance Committee.
• Payment of €2,500 for each attended meeting of the Board of Directors, each attended meeting of the Strategy and CSR Committee and each attended meeting of the Remuneration and Governance Committee. This amount is increased to €5,000 for the chairman of each of these two committees.
• Payment of €3,000 for each attended meeting of the Audit, Risks and Ethics Committee. This amount is increased to €6,000 for the chairman of the committee.
• No fees are paid for attendance at Appointments Committee meetings.
• There is no annual limit per Board or Committee.

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• A travel allowance of €1,525 is paid to each director living outside Europe for each trip to attend a Board or Committee meeting.

7.1.1.4. Applying the remuneration policy

a. How we assess performance criteria

i. Variable remuneration of the Chairperson and CEO

Annual variable remuneration is currently set by the Board of Directors at the end of the financial year to which it applies. During the fourth quarter of the year, on a recommendation of the Remuneration and Governance Committee, the Board reviews the targets, their weighting and expected performance. It sets:

• the threshold below which no variable remuneration is paid;
• the target variable remuneration due when all targets are met; and
• the criteria for evaluating quantitative performance. Accordingly:
• 100% of the bonus is paid when targets are met;
• 150% of the bonus may be paid if these targets are exceeded.

Economic performance targets based on financial indicators are set precisely according to a budget approved in advance by the Board of Directors. They are subject to the performance thresholds referred to above. They are identical to those that apply to the Group's key executives and managers. The rate of achievement for each criterion is communicated separately when performance has been reviewed by the Board.

ii. Share-based remuneration of the Chairperson and CEO

The share-based payment plan for the Chairperson and CEO, which is identical to the plan in place for the Group's key executives and managers is based on both intrinsic and extrinsic performance criteria. These criteria for 2021 are detailed in 7.1.2.1.b.iii.

Intrinsic performance targets based on financial indicators are set precisely according to a budget approved in advance by the Board of Directors. During the fourth quarter of the year, on a recommendation of the Remuneration and Governance Committee, the Board reviews the targets, their weighting and expected performance. It sets:

• the threshold below which no share vests;
• the target share acquisition level when each target is met.

The quantitative performance criteria for long-term remuneration are assessed by the Remuneration and Governance Committee during the first quarter on the basis of the detailed figures in the annual financial statements approved by the Statutory Auditors.

The extrinsic performance criterion is assessed by an external firm, Forward Finance. Their detailed assessment is sent every year to the Remuneration and Governance Committee.

b. Appointment of new corporate officers

If a new Chairperson and CEO were appointed, the same principles, criteria and remuneration components in the policy for the remuneration of the Chairperson and CEO would apply.

If one or more Deputy CEO's were appointed, the principles and criteria for the calculation, breakdown and allocation of remuneration components in the remuneration policy for the Chairperson and CEO would apply to them. On a recommendation of the Remuneration and Governance Committee, the Board of Directors would then decide, based on their individual positions, on the targets, performance levels,

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parameters, structures and maximum percentages of fixed remuneration to consider, which may not be higher than those applied to the Chairperson and CEO.

If the Chairman of the Board of Directors and Chief Executive Officer are separate positions, the Chairman of the Board will be remunerated on the same basis as the directors and will receive fixed remuneration, the amount of which will be determined based on their individual positions and responsibilities.

If a CEO is appointed, the remuneration policy for the Chairperson and CEO will apply in principle, tailored to the individual's position, the targets, performance levels, parameters, structure and maximum percentage of fixed annual remuneration, which may not be higher than those that apply to the Chairperson and CEO.

Moreover, pursuant to Article 24.4 of the Afep-Medef Code, if a new executive is appointed from a company outside the Eramet Group, the Board of Directors may decide to grant them an onboarding allowance (in cash and/or shares) to compensate for the loss of previous remuneration or benefits (excluding pension benefits).

Such remuneration may be paid or implemented subject only to the approval of the Shareholders' Meeting pursuant, to article L. 22-10-8 of the French Commercial Code.

In addition, if the Chief Executive Officer were to be appointed as a Company director, no compensation would be paid for this office.

If a new director were appointed, the same principles, criteria and remuneration components in the policy for the remuneration directors would apply.

c. Changes to the remuneration policy in 2020

The General Shareholders' Meeting approved on 26 May 2020 in its 10th resolution the criteria for the calculation, breakdown and allocation of the fixed, variable and exceptional components of the total remuneration and benefits of all kinds payable in 2020 to the Chairperson and CEO on a 98.35% basis, without debate.

7.1.2. Information about each corporate officer

7.1.2.1. Remuneration policy applicable in 2021 to the Chairperson and CEO a. Term of office of the Chairperson and CEO

Christel Bories was appointed Chairperson and CEO with effect from 23 May 2017, for the duration of her term of office as director, until the General Shareholders' Meeting called to approve the financial statements for the 2020 financial year.

The Chairperson and CEO may be dismissed at any time by the Board of Directors.

b. Total remuneration and benefits of any kind

1. Fixed remuneration

The Chairperson and CEO receives a fixed remuneration in consideration for the responsibilities attached to this type of corporate office. The remuneration is determined mainly on the basis of the following:

• level of responsibility and complexity of the assignments attached to this position,
• skills, professional experience, expertise and background of the incumbent
• market research on the remuneration for similar positions at French companies with revenues and market capitalisation comparable to those of the Group. By conducting such research, the Group seeks to position itself in the market median of comparable companies.

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