The Supervisory Board

The Supervisory Board is composed of 12 members, including six members of the Wendel Family and two employee representatives. Terms are four years. 40%* of members are women i.e. in conformity with the 40% target recommended by the Afep-Medef Code and required by law. At 40%*, the percentage of independent members on the Board also exceeds the Afep-Medef Code requirement of 33.33%. Franca Bertagnin Benetton, William D. Torchiana, Jacqueline Tammenoms-Bakker and Gervais Pellissier are the four independent Board members.

* These proportions do not include the employee representatives.

Powers of
the Supervisory Board

The Supervisory Board exercises permanent oversight of the Executive Board’s management.

Prior approval of the Supervisory Board is required, as specified in Article 15 of the Company’s by-laws, for:

any transaction carried out by the Company (or an intermediate holding company) of more than €100 million,
any decision binding the Company or its subsidiaries, i.e., any decision that, according to the interpretation of the Supervisory Board, involves a significant change to the Wendel Group’s strategy or image,
any proposal to shareholders to change the by-laws.

To fulfill its mission as effectively as possible, the Supervisory Board relies on two committees: the Audit Committee and the Governance Committee.

In 2010, the Supervisory Board adopted internal regulations that describe the rules by which it operates and sets forth the rights and responsibilities of its members.

Compliance issues
involving the Group’s governing
and supervisory bodies

A Market Confidentiality and Ethics Code applies to the members of the Executive and Supervisory Boards as well as to all employees of the Company. In its internal regulations, the Supervisory Board has strengthened the procedures aimed at preventing conflicts of interest.

Nicolas ver Hulst

Chairman of the Supervisory Board

Gervais Pellissier

Vice-Chairman of the Supervisory Board
Chairman of the Audit, Risks and Compliance Committee
Independent member
Lead member of the Board

Franca Bertagnin Benetton

Independent member

mosaique-worday-147-beatrice-coste-wendel

Bénédicte Coste

Member of the Supervisory Board

Harper Mates

Managing Director

Member of Wendel’s Supervisory Board as employee representative

François de Mitry

Member of the Supervisory Board

Priscilla de Moustier

Member of the Supervisory Board

Sophie Tomasi Parise

Member of Wendel’s Supervisory Board as employee representative

Jacqueline Tammenoms Bakker

Chairwoman of the Governance and Sustainability Committee
Independent member

William D. Torchiana

Independent member

Thomas de Villeneuve

Member of the Supervisory Board

Humbert de Wendel

Member of the Supervisory Board

Nicolas ver Hulst

Chairman of the Supervisory Board

Nicolas ver Hulst is a graduate of Ecole Polytechnique and holds an MBA from Insead. He began his career at the French department of Telecommunications before joining BNP.

From 1985 to 1995, he worked in various positions at CGIP, including as head of business development.

From 1989 to 2017, he held management positions at Alpha Associés Conseil, initially as an Executive Board member, then as CEO, and from 2007 as Chairman. His term of office at Alpha Group ended on October 16, 2017.

Key skills:

Private equity
Finance
CEO

Appointments as of December 31, 2021:
Wendel Group
Director of Wendel-Participations SE

Other
Member of the Supervisory Board of Qovetia
Member of the Supervisory Board of MPM Advisors
Director of Septagon Sicav
Manager of Milkyway Capital Soparfi
Manager of Northstar SC
Manager of Orion SC
Director of Midas Wealth Management
Director of Centre Pompidou-Metz

Mandates expired in the last five years:
Member of the Executive Board of Alpha Associés Conseil
Chief Executive Officer of Glacies Holding
Director of Cyrillus-Vertbaudet
Member of the Supervisory Board of Financière Ramses

Chairman of Wendel’s Supervisory Board
Date appointed to first term: May 18, 2017
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2020: 906

Born on August 21, 1953
French national

Address:
20 Cité Malesherbes
75009 Paris

Gervais Pellissier

Vice-Chairman of the Supervisory Board
Chairman of the Audit, Risks and Compliance Committee
Independent member
Lead member of the Board

Gervais Pellissier is a graduate of HEC, as well as Berkeley in California and the University of Cologne in Germany. He joined Bull in 1983 and held positions of increasing responsibility in finance and management control in France, Africa, South America, and Eastern Europe. In 1994, he was appointed Chief Financial Officer of the Services and Systems Integration division, and then of the IT Outsourcing division. He became Director of Management Control at Bull and in 1998, its Chief Financial Officer.

From April 1, 2004 to February 1, 2005, Gervais Pellissier was the Associate Manager guiding the Board of Directors and Deputy Chief Executive Officer of Bull. From February 2005 to mid-2008, he was Vice-Chairman of the Bull Board of Directors.

He joined the France Télécom Group on October 17, 2005 and was appointed CEO of France Télécom Operadores de Telecomunicaciones in November 2005. ln this role he merged France Télécom’s landline and mobile activities in Spain into a single structure.

From January 2006 to February 2009, he served as a member of France Télécom’s General Management Committee, in charge of Finance and Operations in Spain.

From March 2009 to March 2010, he served as the Executive Vice-President in charge of Finance and Information Systems.

In November 2011, Gervais Pellissier was appointed Deputy Chief Executive Officer of France Télécom-Orange, which became Orange on July 1, 2013, retaining the full scope of his activities.

On September 1, 2014, he was appointed Deputy Chief Executive Officer, Executive Director in charge of European operations (excluding France).

In May 2018, Gervais Pellissier took over new responsibilities in the Orange Group Executive Committee as the Group’s Deputy CEO for Transformation, as well as Chairman of Orange Business Services.
Since September 1, 2020, Gervais Pellissier is Deputy CEO, Human Resources and Group Transformation Director and Chairman of Orange Business Services.

He holds two of France’s highest honors: Knight of the Legion of Honor and Officer of the National Order of Merit.

Key skills:

CFO
Experience in the field of digital and new technologies
Management

Appointments and positions as of December 31, 2021:

Orange Group
Deputy Chief Executive Officer of Orange SA since 2011 (listed company)
Chairman of the Board of Directors of Orange Business Services since 2018
Director of Orange Spain since 2006 and Chairman since 2016
Founder and director of the Fondation des Amis de Médecins du Monde since 2014

Appointments expired in the last five years:

Member of the Supervisory Board of Orange Polska SA
Director of Orange Horizons
Director of Mobistar/Orange Belgium

Vice-Chairman of Wendel’s Supervisory Board
Chairman of the Audit, Risks and Compliance Committee
Lead member of the Board
Independent member

Date appointed to first term: June 5, 2015
Current term expires: Annual Meeting to be held in 2023

Number of Wendel shares held as of December 31, 2021: 500

Born on May 14, 1959
French national

Business address:
Orange
78 rue Olivier de Serres
75015 Paris
France

Franca Bertagnin Benetton

Independent member

Franca Bertagnin Benetton is a graduate of Boston University and holds an MBA from Harvard University (1996).

She started her career at Colgate Palmolive in Global Business Development, in New York (USA) and Hamburg (Germany), as Product Manager. She later worked at Bain & Co in Itlay
until joining the Benetton group in 1997.

In 2003, she moved to the investment sector managing a diversified portfolio of private and public investments as CEO of her family office Evoluzione (until 2021) and CEO of Evoluzione 2 (since 2021).

She is a director of Edizione, the investment holding company of the Benetton family (since 2005), Benetton (since 2013), Autogrill Spa (since 2017), Telepass Spa (since 2019) and Fondazione Benetton (since 2019).

She currently serves on the European Advisory Board of the Harvard Business School and the International Advisory Board of Boston University.

Key skills:

Private equity
Family business
International experience

Mandates and functions on December 31, 2021:

Chief Executive Officer of Evoluzione 2
Director of Edizione Srl
Director of Autogrill Spa (listed company)
Director of Benetton Srl
Director of Telepass Spa
Director of Fondazione Benetton

Mandates expired in the last five years:

CEO of Evoluzione Spa
Director of Aidaf, the Italian Chapter of FBN (Family Business Network)

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee
Independent member

Date appointed to first term: May 17, 2018
Current term expires: Annual Meeting to be held in 2022 (submitted for renewal)

Number of Wendel shares held as of December 31, 2021: 500

Born 23rd October, 1968
Italian national

Evoluzione 2 Srl,
Vicolo Avogari, 5
31 100 Treviso
Italy

Bénédicte Coste

Member of the Supervisory Board

Bénédicte Coste is a graduate of the École des hautes études commerciales (HEC) (with a major in finance) and holds a degree in law.

She began her career in the finance division of Elf Aquitaine where she managed a portfolio in the Markets & Portfolio department from 1980 to 1984.

In 1986, she started a portfolio management business first as an independent, then created Financière Lamartine SA, a portfolio management company, which obtained approval from the French market regulatory authority (COB) in 1990 (authorization No. GP 9063 on July 27, 1990). Financière Lamartine is specialized in discretionary management for private clients.

She is a member of the Bank and Asset Management Group at the HEC Association.

She was President of AFER, the French savings and retirement association, from April 2004 to November 2007.

In 2011, she graduated with a BTS in agricultural management from l’École supérieure d’agriculture d’Angers.

Key skills:

Finance
Strategy
CEO

Appointments and positions as of December 31, 2021:
Wendel Group:
Director of Wendel-Participations SE

Other:

Chairwoman and CEO of Financière Lamartine
Chairwoman of Association samarienne de défense contre les éoliennes industrielles
Manager of SCEA Domaine de Tailly (farm)
Manager of Groupement forestier de la Faude

Member of Wendel’s Supervisory Board
Member of the Gouvernance and Sustainability Committee

Date appointed to first term: May 28, 2013
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2020: 1,060

Born on August 2, 1957
French national

Business address:
4, avenue Lamartine
78170 La Celle-Saint-Cloud
France

Harper Mates

Managing Director

Member of Wendel’s Supervisory Board as employee representative

Harper Mates is a Managing Director and member of the Investment and Development Committee.

Prior to joining the Wendel New York office in 2015, Harper was a Vice President at MidOcean Partners, a US-based middle market private equity firm where she was responsible for investments in the business services, media and consumer services sectors.

She began her career at J.P. Morgan as an Investment Banking Analyst and then Citi Private Equity as an Associate. Harper holds an MBA from Harvard Business School.

Appointments and positions as of May 2022:
Wendel Group:
Managing Director at Wendel
Director of Elevator Holdco Inc. (Crisis Prevention Institute)
Board Member of ACAMS

Member of Wendel’s Supervisory Board, employee representative

Date appointed to first term: January 1, 2021
Current term expires: December 31, 2024

Number of Wendel shares held as of December 31, 2021: 687

Born on June 10, 1982
American national

Business address:
Wendel North America
101 Park Avenue, 27th Floor
New York, NY 10017

François de Mitry

Member of the Supervisory Board

François de Mitry holds a Master’s degree in Economics and a postgraduate diploma in Finance from Dauphine Paris University and the Institut d’études politiques in Paris.

François de Mitry began his career in the M&A team of HSBC in London. He joined Société Générale in 1991 as business manager of the LBO/Financing department, and then as deputy director from 1994.

He then joined in 1997 the alternative asset manager Intermediate Capital Group Plc (ICG) in London, of which he became Managing Director in 2005.

Between 2004 and 2012, François de Mitry was a member of the Wendel Supervisory Board.

In 2012, il joined the investment fund Astorg in London, of which he became managing partner in 2018. Astorg primarily invests in software, healthcare, business services and technology-based industrial companies, in Europe and in the USA.

Key skills:
Investment
International experience
Experience as top management of a listed company

Other appointments as of December 31, 2021:
Wendel Group
Director of Wendel-Participations SE

Other
Manager of Astorg Asset Management
Manager of Astorg Group
Class A Manager of Astorg Advisory Services Mid-Cap
Manager of Astorg Advisory Services
Manager of Astorg Advisory Services Growth Luxembourg
Director of Astorg Advisory Services Growth UK Branch
Manager of Astorg Advisory Services Niederlassung Deutschland
Member of the Supervisory Board of Saphilux
Class A Manager of Saphilux GP
Manager of AAM UK Branch, AAS UK Branch
Director of Axiom UK Midco Ltd, Axiom UK Topco Ltd, Axiom UK Nominee Ltd
Director of A7 Invest Bidco Ltd
Director of Cidron Healthcare IT 4 Ltd
Member of the Supervisory Board of Loire UK Holdco Ltd
Director of TopNexus Ltd
Director A of Greyhound Dutch Topco BV
Director of Cronos Holdings Ltd
Manager of Foreigner Topco SARL
Manager of Infinity Luxco
Member of the Supervisory Board of Solina Group Holding

Appointments expired in the last five years:
Class A Manager of Hosta/Megadyne
Advisor of Megadyne Spa
Director of Audiotonix Group Ltd
Director of Audio UK 2, Audio UK 3, A6 Audio Bidco Ltd
Managing Director of Astorg Partners UK Branch
Chairman of the Board of French Park 1/Parkeon
Member of the Supervisory Board of Flowbird Holding 1
Director of Tremolo Holdco Ltd, Tremolo Bidco Ltd, Tremolo Midco Ltd

Member of the Supervisory Board
Member of the Audit, Risks and Compliance Committee

Date appointed to first term: June 29, 2021
Date current term ends: AGM to be held in 2025

Number of Wendel shares held as of December 31, 2021: 3,000

Born on January 27, 1966
Luxembourgian national

Professional address:
3 St James Square
London SW1 Y4JU
United Kingdom

Priscilla de Moustier

Member of the Supervisory Board

Priscilla de Moustier holds an MBA from INSEAD, a bachelor’s degree in mathematics and a master’s degree in economics from the Paris University as well as the diploma of the Institut d’études politiques.

After negotiating the sale of turnkey manufacturing facilities for Creusot-Loire Entreprises and working as a consultant at McKinsey, Ms. de Moustier joined Berger-Levrault, where she was responsible for new project development in the Metz technology park.

Since 1997, she has supervised Wendel’s involvement in the university teaching chair and subsequently the Wendel center at Insead.

She also represents Wendel-Participations in the Family Business Network.

Key skills:

Family business
ESG
International experience

Appointments and positions as of December 31, 2019:

Wendel Group
Chairman and CEO of Wendel-Participatiosns SE
Other
Chairwoman of the Supervisory Board of Oxus Holding
Vice-President of the French chapter of the Family Business Network
Member of the Supervisory Board of F-451
Chairwoman of Fondation Acted
Director of Acted
Director of Somala (Marais de Larchant SA)

Appointments expired in the last five years:
Director of American Library of Paris
Director of FBN International

Member of the Supervisory Board
Member of the Governance and Sustainability Committee

Date appointed to first term: May 28, 2013
Current term expires: Annual Meeting to be held in 2025

Number of Wendel shares held as of December 31, 2021: 150,443

Born on May 15, 1952
French national

Business address:
94, rue du Bac
75007 Paris
France

Sophie Tomasi Parise

Member of Wendel’s Supervisory Board as employee representative

Sophie Tomasi Parise holds post graduate degrees in corporate and tax law from the University of Cergy Pontoise and the University of Montpellier.

She started her professional career with Wendel (CGIP at the time) in 2001 as a junior member of the tax team, with a main focus on tax compliance.

She has gradually taken charge of tax audits, the supervision of tax compliance and the tax coordination of certain M&A projects and deals.

Apointments as of December 31, 2021:
Deputy Tax Director Wendel

Member of Wendel’s Supervisory Board, employee representative
Member of the Governance and Sustainability Committee

Date appointed to first term by the Works Council: September 5, 2018
Current term expires: November 20, 2022

Number of Wendel shares held as of December 31, 2021: 2,941

Born on April 19, 1978
French national

Business address:
Wendel
89, rue Taitbout
75009 Paris
France

Jacqueline Tammenoms Bakker

Chairwoman of the Governance and Sustainability Committee
Independent member

Jacqueline Tammenoms Bakker holds a BA in History and French from Oxford University and an MA in International Relations from the Johns Hopkins School for Advanced International Studies in Washington D.C.

She worked for Shell from 1977 to 1988, McKinsey from 1989 to 1995, and Quest International (Unilever) from 1995 to 1998.

She moved to the public sector in the Netherlands in 1999, serving as Director of Gigaport from 1999 to 2001, and as Director General at the Ministry of Transport from 2001 to 2007, responsible for civil aviation and freight transport.

From 2006 to 2007 she was Chairman of the High-Level Group for the future of aviation regulation in Europe, reporting to the EU Commissioner for Transport.

She was awarded Knight of the Legion of Honor in 2006 in recognition of her contribution to the co-operation between France and the Netherlands.

Key skills:

Experience as a non-executive corporate officer
Human resources and compensation
International executive management

Appointments as of December 31, 2021:

Member of the Supervisory Board of TomTom (listed company)
Member of the Supervisory Board of Boskalis (listed company)
Member of the Consultative Committee of Transparency International NL
Member of the VEUO Board (NL Association of listed companies)

Appointments expired in the last five years:

Member of the Supervisory Board of CNH Industrial
Member of the Supervisory Board of Unibail Rodamco
Chairwoman of the Board of the Van Leer Group Foundation

Member of Wendel’s Supervisory Board
Chairwoman of the Governance and Sustainability Committee
Member of the Audit, Risks and Compliance Committee
Independent member

Date appointed to first term: June 5, 2015
Current term expires: Annual Meeting to be held in 2023

Number of Wendel shares held as of December 31, 2021: 500

Born on December 17, 1953
Dutch national

Business address:
33 Thurloe Court
London SW 3 6 SB
United Kingdom

William D. Torchiana

Independent member

He holds a BA from Stanford University and a Juris Doctor from the University of Pennsylvania Law School.

William D. Torchiana has spent his entire career with the law firm Sullivan & Cromwell LLP, which he joined as an associate in 1986 and where he has been a partner since 1995, in the Financial Institutions department. He was also Managing Partner of the Paris office from 2004 to 2018. He is a member of the New York and Paris bars.

Key skills:

Experience in the US
International executive management
Law, governance and compliance

Appointments as of December 31, 2021:

Director and Member of the Executive Committee of the American Hospital of Paris
Member of the Insurance Policy Advisory Committee (IPAC) of the United States Federal Reserve
Member of the International Bar Association
Chairman of the Board of the American Library of Paris

Appointments expired in the last five years: none

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee
Member of the Governance and Sustainability Committee
Independent member

Date appointed to first term: June 16, 2022
Current term expires: Annual Meeting to be held in 2026

Number of Wendel shares held as of December 31, 2021: none

Born on September 19, 1958
American nationality

Business address:
51 rue de la Boétie
75008 Paris
France

Thomas de Villeneuve

Member of the Supervisory Board

A graduate of the École des hautes études commerciales (HEC), Thomas de Villeneuve began his career as a consultant at strategic consultancy firm Boston Consulting Group, in Paris and New York, from 1994 to 2001.

He then joined the private equity firm, Apax Partners, specialist in the mid-market segment in France, Italy and Benelux, where he is now Managing Director, responsible for investment in the fields of telecom/media/technologies.

In the course of his career he has been a member of a number of company Boards and, in particular, director of the listed company Altran Technologies, an international engineering and research and development firm, for around 10 years.

Key skills:

Private equity and investment
Experience in the telecoms, media and technology sectors
International experience

Appointments as of December 31, 2021:
Wendel Group
Director of Wendel-Participations SE

Other
Director of Apax Partners SAS
Director of Clarisse SA
Director of the association We2Go
Managing Director of Société Civile Hermine
Chairman and Board member of A Stichting Administratiekantoor ShadesofGreen Capital (Netherlands)
Director MelitaLink Advisor Limited (Malta)
Director MelitaLink Management Limited (Malta)
Managing Director of SCI La Valentine
Member of the Supervisory Board of Oditop SAS
Chairman of Apax Avenir SAS
Director of Destilink BV (Belgium)
Permanent representative of Destiling Finco BV (Belgium)
Chairman of Graifin SAS
Member of the Supervisory Board of Grailink SAS
Director of Efficy SA
Member of the Supervisory Board of Ristretto Topco BV (Netherlands)

Appointments expired in the last five years:
Director of Altran Technologies (listed company)
Class A Manager of Cabolink SARL (Luxembourg)
Manager of Cabolink Gérance SARL (Luxembourg)
Class A Manager of Cabolink Holdco SARL (Luxembourg)
Chairman & Non-Executive Board member of Experlink Holding B.V. (Netherlands)
Chairman and Board member of A ShadesofGreen Capital B.V. (Netherlands)
Class A Manager of Fourteensqaure SARL (Luxembourg)
Managing Director of Experlink BV (Netherlands)
Director of Comitium SAS
Director of Comitium HoldCo SAS

Member of Wendel’s Supervisory Board
Member of the Governance and Sustainability Committee

Date appointed to first term: July 2, 2020
Current term expires: Annual Meeting to be held in 2024

Number of Wendel shares held as of December 31, 2021: 500

Born on May 19, 1972
French national

Business address:
1 rue Paul Cézanne,
75008 Paris
France

Humbert de Wendel

Member of the Supervisory Board

Graduate of the Institut d’études politiques de Paris and ESSEC.

Humbert de Wendel has spent his entire career with the Total Group, which he joined in 1982, mainly holding positions in the Finance department, first heading trading floor operations and then financial operations, successively, for several divisions in the Group. He also spent several years in London at the finance division of one of Total’s joint ventures.

Director of acquisitions and divestments and in charge of the Group’s corporate business development from 2006 to 2011, he was Director of Financing and Cash Management and Treasurer of the Group until 2016.

Key skills:

CFO
Experience in the industrial sector
Finance

Appointments and positions as of December 31, 2021:

Wendel Group
Director of Wendel-Participations SE
Other
Manager of OGQ-L SÀRL

Member of Wendel’s Supervisory Board
Member of the Audit, Risks and Compliance Committee

Date appointed to first term: May 30, 2011
Current term expires: Annual Meeting to be held in 2023

Number of Wendel shares held as of December 31, 2020: 225,064

Born on April 20, 1956
French national

Business address:
Total Finance Corp. Services Ltd
10, Upper Bank Street
Canary Wharf
London E14 5BF
United Kingdom

The Supervisory Board’s committees

To fulfill its mission as effectively as possible, the Supervisory Board relies on two committees: the Audit, Risks and Compliance Committee and the Governance and Sustainability Committee.

The Audit, Risks and Compliance Committee

Wendel’s Audit, Risks and Compliance Committee is principally responsible for monitoring:

the process for preparing financial and extra-financial information;
the effectiveness of internal control and risk management systems;
the audit of parent company and consolidated financial statements by the Statutory Auditors; and
the independence of the Statutory Auditors.

Its tasks are detailed in the Internal rules of the Supervisory Board.

The Audit, Risks and Compliance Committee has six members:

Gervais Pellissier (Chairman of the Committee, Vice-Chairman and lead member of the Supervisory Board, independent member)
Franca Bertagnin Benetton (independent member)
François de Mitry
Jacqueline Tammenoms Bakker (Chairwoman of the Governance and Sustainability Committee, independent member)
William D. Torchiana (independent member)
Humbert de Wendel
Secretary of the Audit, Risks and Compliance Committee: Étienne Grobon, Director of Internal Audit

The Governance and Sustainability Committee

The Governance and Sustainability Committee ensures the functions of an appointment committee and a compensation committee, and tasks related to ESG strategy. The tasks of the Governance and Sustainability are in particular to:

propose new members of the Executive Board or the renewal of the Executive Board,
draw up succession plans for the Supervisory Board and Executive Board,
propose the compensation of the Executive Board members and the allocation of compensation among Supervisory Board members,
examine the commitments and orientations of Wendel’s ESG policy, oversee its implementation and more generally ensure ESG issues are taken into account in the Wendel’s strategy and its implementation.

Its tasks are detailed in the Internal rules of the Supervisory Board.

The Governance and Sustainability Committee has seven members:

Jacqueline Tammenoms Bakker (Chairwoman of the Committee and independent member)
Bénédicte Coste
Priscilla de Moustier
Sophie Parise (member representing employees)
Gervais Pellissier (Vice-Chairman and lead member of the Supervisory Board, Chairman of the Audit, Risks and Compliance Committee, independent member)
William D. Torchiana (independent member)
Thomas de Villeneuve
Secretary of the Governance and Sustainability Committee: Caroline Bertin Delacour, General Secretary

The Supervisory Board

* These proportions do not include the employee representatives.

Powers of the Supervisory Board

Compliance issues involving the Group’s governing and supervisory bodies

The Supervisory Board’s committees

The Audit, Risks and Compliance Committee

The Governance and Sustainability Committee

Powers of
the Supervisory Board

Compliance issues
involving the Group’s governing
and supervisory bodies