Eramet: Remuneration policy approved by the Ordinary Shareholders’ General Meeting of 31 May 2022

• 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 6 on the remuneration policy applicable to the members of the Board of Directors by 99.975% of vote cast and
• resolution 7 the remuneration policy applicable to Ms Christel Bories, Chief Executive Officer, by 99.427% of vote cast.

This information is provided in Chapter 4 of the 2021 Universal Registration Document,"Report on corporate governance".

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 paragraphs 4.2.1.2.2 and 4.2.1.2.1 of the 2021 Universal Registration Document follows below:

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• « 4.2.1.2.2 Remuneration policy applicable in 2022 to directors

a. Term of office of Directors

Directors are appointed for a term of four years in office.

• Christel Bories,appointed on 23 May 2017 ; expiry date SM convened for 2024 financial statements
• Michel Antsélévé,appointed on 15 May 2013 ; expiry date SM convened for 2024 financial statements
• Emeric Burin des Roziers,appointed on 23 May 2019 ; expiry date SM convened for 2022 financial statements
• Christine Coignard,appointed on 23 May 2017 ; expiry date SM convened for 2024 financial statements
• François Corbin,appointed on 23 May 2019 ; expiry date SM convened for 2022 financial statements
• Jérôme Duval,appointed on 23 May 2019 expiry date SM convened for 2022 financial statements
• Sorame (Cyrille Duval),appointed on 11 May 2011; expiry date SM convened for 2022 financial statements
• CEIR (Nathalie de La Fournière),appointed on 11 May 2011 ; expiry date SM convened for 2022 financial statements
• Frédéric Gaidou, Director appointed to represent employees term of office effective from 12 November 2018 until 11 November 2022
• Jean-YvesGiletappointed on 23 September 2016 ; expiry date SM convened for 2022 financial statements

• Manoelle Lepoutreappointed on 11 May 2011; expiry date SM convened for 2022 financial statements
• Jean-PhilippeLetellierDirector appointed to represent employees term of office effective from 23 June 2018 until 22 June 2022
• Miriam Maesappointed on 27 May 2016 ; expiry date SM convened for 2023 financial statements
• Catherine Rongeappointed on 17 February 2016 ; expiry date SM convened for 2024 financial statements
• Sonia Sikoravappointed on 27 May 2016 expiry date SM convened for 2023 financial statements
• Claude Tendilappointed on 25 May 2012 expiry date SM convened for 2022 financial statements
• Bruno Vincentappointed as State representative on 23 May 2019 in accordance with the 20 August 2014 order ; not appointed by the AGM
• Jean-PhilippeVollmerappointed on 15 October 2020 ; expiry date SM convened for 2023 financial statements

The director can be dismissed at any time by resolution of the Shareholders' Meeting.

b. Total remuneration and benefits of any kind

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). As previously disclosed, the Chair and Chief Executive Officer receives no remuneration as a corporate officer in the Company.

Consequently, that remuneration is split among the other members of the Board, including the two directors who represent the employees. These rules for distribution comply with the AFEP-MEDEF Code, which recommends that the variable component of directors' fees weigh more heavily.

• Fixed remuneration

Directors receive an annual package of €10,000. Depending on cases, directors receive the following compensation:

• an annual package of €5,000 for Appointments Committee members; annual package of €15,000 for the Lead Director;
• compensation of €2,500 for each meeting of the Boardof Directors, Strategy and CSR Committee and the Remuneration and Governance Committee attended.
• this amount is increased to €5,000 for the Chairman ofeach of these two Committees;
• compensation of €3,000 for each meeting of the Audit, Risks and Ethics Committee attended. This amount is increased to €6,000 for the Chairman of the Committee.

The directors holding this post in Eramet subsidiaries (Cyrille Duval) are paid in accordance with the rules defined by each of these companies.

• Travel allowance

Each director who is a non-European resident receives a travel allowance of €1,525 for each journey to attend a Board or Committee meeting.

• Absence of other remuneration items

Directors do not receive variable or exceptional remuneration, nor share-based payments. The above remuneration procedures apply to all Eramet directors.

• Employment or service contracts

Directors do not, under any circumstances, have an employment contract nor a service contract with Eramet.

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• 4.2.1.2.1 Remuneration policy applicable in 2022 to the Chair and Chief Executive Officer

a. Term of office of the Chair and Chief Executive Officer

Christel Bories was appointed Chair and Chief Executive Officer 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 ninth resolution of the General Shareholders' Meeting of 28 May 2021, called to approve the financial statements for the 2020 financial year, voted by 99.66% to renew the term of office of Christel Bories, Chair and Chief Executive Officer, for a period of four years, i.e., until the General Shareholders' Meeting called to approve the financial statements for the 2024 financial year.

The Chair and Chief Executive Officer may be dismissed at any time by the Board of Directors.

1. Total remuneration and benefits of any kindi. Fixed remuneration

The Chair and Chief Executive Officer 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. The fixed remuneration of the Chair and Chief Executive Officer was defined as part of her appointment as Chair and Chief Executive Officer on 23 May 2017. It amounts to €800,000 (annual gross fixed amount) and has remained unchanged since that date.

However, the fixed remuneration of the Chair and Chief Executive Officer is reviewed each year, and its revision may be proposed in the event of significant change to the incumbent's scope of responsibility or discrepancy with respect to the Company's market positioning, on the basis of the remuneration surveys carried out each year.

ii. Annual variable remuneration

The objective of the annual variable remuneration is to provide an incentive to the Chair and Chief Executive Officer to attain the annual performance objectives set by the Board of Directors in line with the implementation of the Company's strategy.

The target-based annual variable portion is set at 100% of gross annual fixed remuneration and can vary from 0% to 150% of gross annual fixed remuneration depending on the level of achievement of the various objectives, with 100% of the fixed rate corresponding to 100% achievement of the objectives. It may not exceed 150% of gross annual fixed remuneration. The variable portion for objectives achieved and the maximum variable portion are reviewed each year by the Remuneration and Governance Committee in relation to market practice, as part of the remuneration surveys conducted annually.

Annual variable remuneration of the Chair and Chief Executive Officer, identical to the one applied to the Group's Executive Committee, is determined:

• 55% on the basis of the quantitative objectives relating to the Group's financial performance during the previous year. For 2022, the performance indicator to be applied is the Group's operational cash flow;
• 20% on CSR objectives, broken down into 10% based on quantitative objectives relating to the safety of the Group's administrative staff, temporary workers and subcontractors (workplace accident frequency rate) and 10% on progress made on the annual CSR roadmap;

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• 25% on the basis of annual qualitative objectives. As in 2021, the entire variable portion calculated on financial objectives will be based on the operational cash flow criterion. Due to changes in the Group's financial ratios, management has been implementing an action plan since 2020 that covers the components of cash-generating items.

The objectives of the variable portion are therefore consistent with this focus and will be applied to all Group executives. Qualitative objectives are determined by the Board of Directors at the proposal of the Remuneration and Governance Committee and focus on strategic, business and managerial issues specific to the next financial year. They may concern the implementation of strategic orientations approved by the Board of Directors, major industrial and commercial developments and programmes, organisational and management actions and achievements that are part of the Group's corporate social responsibility (CSR) and sustainable development approach. They do not fall under routine tasks but are specific actions for which the Board of Directors expects a particular performance.

The 2022 objectives for the Chair and Chief Executive Officer break down as follows:

	Indicator	Weighting
Financial quantitative	Group operational cash flow	55 %
objective
CSR objective	Safety objective based on workplace accident frequency	20 %
	rate with or without lost days, including the accident
	record of Eramet employees, temporary workers and
	subcontractors (10%).
	In the event of a fatal accident at a site, the achievement
	rate is
	divided in half. Beyond that, the achievement rate is
	considered nil.
	● Progress on the CSR roadmap broken down into
	criteria related
	• to social and environmental issues (10%).
Qualitative objectives	Propose the formulation and implementation of the	25 %
	Group's financing strategy in order to fund its growth,

especially for major projects

• Deliver growth projects while ensuring that partnerships are running smoothly

• Finalise the development of the Group's portfolio, with the agreement of the Board of Directors;

• Strengthen the SLN model

• Achieve the rail transport objective of Comilog and Setrag

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DETAILS ON THE WEIGHTINGS OF THE ANNUAL VARIABLE REMUNERATION FOR 2022

• • 45% non-financial criteria
  • 20% CSR, of which 10% safety criteria and 10% progress on the annual CSR roadmap
• 25% qualitative criteria:
• • Propose the formulation and implementation of the Group's financing strategy in order to fund its growth, especially for major projects
  • Deliver growth projects while ensuring that partnerships are running smoothly
  • Finalise the development of the Group's portfolio, with the agreement of the Board of Directors
  • Strengthen the SLN model
  • Achieve the rail transport objective of Comilog and Setrag

55% financial criteria

• Operational cash-flow

The non-financial criteria linked to the progress of the CSR roadmap used to assess the performance of the Chair and Chief Executive Officer and all Group executives in 2022 are detailed in Chapter 6 of the 2021 Universal Registration Document. Performance is based on 13 general indicators broken down into 15 precisely defined objectives. Each objective and the measurement of its progress are defined and quantified in Chapter 6.1.4.1.

They are focused on the following main areas:

• committed to people;
• committed to economic responsibility;
• committed to the planet.

All the criteria contribute to the remuneration policy objectives, insofar as:

• the performance criteria are stringent and correspond to the Group's key profitable and sustainable growth factors and are generally aligned with the short- and long-term objectives and priorities of the Eramet Group;
• the performance criteria include Eramet's performance with respect to the Group's Social
  Responsibility,whether through performance in workplace safety and environment, by achieving the objectives of the CSR roadmap, or through more qualitative annual objectives;
• the performance criteria are consistent with those of all of the Group's executive employees and managers, thereby aligning all key employees with the interests of shareholders to help achieve sustainable and profitable growth for the Eramet Group.

The annual variable remuneration is calculated and set by the Board of Directors at the end of the financial year to which it applies. To this end, each year, during the first quarter, the Board of Directors, on the recommendation of the Remuneration and Governance Committee, examines the different objectives, their weighting and the expected performance levels.

It sets:

• the threshold below which no variable remuneration is paid;
• the target and maximum levels of the variable remuneration due when each objective is achieved or exceeded; and
• the criteria for evaluating quantitative performance.

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