Dexia SA’s 2006 Ordinary Shareholders’ Meeting decided to pay an annual maximum global compensation amount of EUR 1,300,000 to the directors for their services, effective 1 January 2005.
This meeting also authorised the Board to determine the practical procedures of this compensation and its allocation which comprises a fixed amount and fees. At its meeting on 23 May 2002, the Board of Directors decided to grant each director a fixed annual compensation of EUR 20,000 (or fixed amount of EUR 5,000 per quarter), and directors’ fees of EUR 2,000 per Board meeting or specialist committee meeting. Directors who have been in office for less than one full year shall earn a proportion of the fixed fee based on the number of quarters during which they have effectively been in office. Non-executive directors receive no performance-related compensation, such as bonus or long-term interest formulae, or any advantages in kind or advantages associated with pension plans.
For that part of the Dexia transformation plan dedicated to cost control, the directors decided to reduce their fixed compensation for 2009. At its meeting on 29 January 2009, the Board of Directors decided to grant each director a fixed annual amount of EUR 10,000 (or fixed compensation of EUR 2,500 instead of EUR 5,000 per quarter). This measure was also retained by the Board of Directors in 2010, 2011 and 2012.