#1C EUTELSAT MANAGEMENT COMPENSATION AND CORPORATE GOVERNANCE October 2020#2EUTELSAT AGENDA 1. Management Compensation 2. Corporate Governance 3. Appendices I 2#3COMPENSATION PHILOSOPHY 1 2 3 EUTELSAT Attract, retain and motivate top-ranking executives Align management's interests with value creation for stakeholders Reflect Eutelsat's specific features ►Long-term investment horizon Capital intensity High-tech environment 3#4ACCENT ON LONG-TERM COMPONENT OF COMPENSATION Breakdown of total compensation package A relevant benchmark of comparable companies in terms of sector and size ► Established by Willis Towers Watson Relative to benchmark ► Base salary around median ► Total cash compensation around median ► Accent on long-term component of compensation ► The largest component of total compensation package (38%) ► Reflecting long cycles of satellite industry ▸ EUTELSAT Based on FY 2019-20 target compensation for CEO as a % of total compensation 38% [32%] 31% 31% [32%] [36%] ■Fixed remuneration Annual bonus Long term incentive plan [xx%] Share of total target remuneration for Benchmark#5VARIABLE REMUNERATION STRONGLY PERFORMANCE-ORIENTED ANNUAL BONUS LONG TERM INCENTIVE PLAN EUTELSAT Align interests with externally communicated targets Encourage over-delivery on corporate objectives 70% based on quantitative objectives for CEO ►Maximise long-term value creation. ►Align interests with strategic plan objectives Retain key management on long- term basis 100% PERFORMANCE BASED 100% PERFORMANCE BASED Policy proposed for FY 21 5#6PERFORMANCE INCENTIVES ALIGNED WITH STRATEGY, FINANCIAL OUTLOOK AND SHAREHOLDERS' INTERESTS Majority of variable compensation based on quantitative criteria ● ● ● ● ● Annual Bonus ● 70% for Rodolphe Belmer 67% for Michel Azibert 50% for Yohann Leroy Quantitative criteria consistent with outlook Operating verticals Revenues variation. Discretionary Free Cash-Flow Opex ► Specific and measurable qualitative criteria, aligned with Group strategy Taking into account the interest of the various stakeholders (eg: gender parity, digital divide) Example for FY 20: Preparing for a change of scale in Fixed. Broadband, for example by improving sales efficiency in Europe ▸ EUTELSAT ● ● ● ● ● Long term Incentive Plan ► Long-Term Incentive Plans aligning management and shareholder's interest ● 100% based on quantitative criteria Revenues from new verticals (40 %) Discretionary Free Cash-Flow (20%) Relative TSR (20%) Criteria based on CSR (20%) Performance share plan directly related to share price Inclusion of a relative TSR criteria Policy proposed for FY 21 6#7PROPOSED CHANGES FOCUSED ON ALIGNING WITH MARKET PRACTICE AND ENCOURAGING OVER PERFORMANCE (1/2) Category FIXED SALARY ANNUAL BONUS ANNUAL BONUS EUTELSAT ▶ No change Change vs FY 20 ► New "Total Cost¹" criteria replacing 'LEAP 2' ► % obtained in case of overperformance raised to 140% (vs 125%) for each objective Rationale ► Consistency with market Benchmark Takes into account the overall cost- saving efforts without limiting itself to the scope of the LEAP 2 plan which remains included ► Better align with market benchmark² ►Strengthen incentive to overperform and improve elasticity 1 Excluding bad debt 2 the median ceiling if targets are exceeded is 150% base don the market Benchmark estabilshed by Willis Tower Watson 7#8PROPOSED CHANGES FOCUSED ON ALIGNING WITH MARKET PRACTICE AND ENCOURAGING OVER PERFORMANCE (2/2) Category LTIP LTIP LTIP EUTELSAT Change vs FY 20 ► Performance share plan instead of phantom share plan ► Evolution of relative TSR Benchmark composition from an average of 4 indexes to the median of a panel of comparables ► % obtained in case of overperformance raised to 130% (vs 115%) Rationale Align with market practice ► Reinforce the alignment of interests (comes with an obligation to retain shares¹) Improved cost optimization for the company ► Reflect the changes occured in the last 12 months (Inmarsat, MSCI) ► Align with market practice Simplify ► Align with market practice. ►Strengthen incentive to overperform and improve elasticity 1 Executive Corporate Officers must retain 20% of the performance shares vested until the end of their last mandate as an Executive Corporate Officer; this retention obligation applies up to a value equivalent to 200% of their fixed annual remuneration. 8#9FOCUS ON RELATIVE TSR BENCHMARK PANEL ► Previously benchmark for relative TSR was based on an average of four indices¹ ►Two changes occurred in FY 2019-20 ETL shares were removed from MSCI France ● Inmarsat was delisted Within this context the Board decided to shift towards a panel of comparable companies, composed of key players in the Group's sector of activity Taking into account the above-mentionned changes. Simplifying the methodology Better aligning with market practice ► 13 Comparable companies has been selected based on the following rationale Satellite operators: SES and Via Sat / Intelsat excluded since it is in a Chapter 11 process Pay-TV operators as Broadcast represents >60% of reveenues: RTL, TF1, Pro Sieben Sat, Mediaset and ITV European Telcos as the Group's non-broadcasting activities consist of supplying connectivity and Internet access to individuals, companies and governments and Telcos are major customers : Iliad, BT, KPN, United Internet, Proximus and Telecom Italia ● ● ● ● ● Telecom Infrastructure: in view of the nature of the infrastructure of the Group's activity which is notably characterised by a high level of investment, long cycles and visibility: Cellnex and Inwittt EUTELSAT 1BF 120, MSCI Europe Infrastructure, MSCI Europe Telecom and a composite index of the top three listed competitors in the satellite industry (SES, Inmarsat, and ViaSat). |9#10REMUNERATION STRUCTURE FOR CEO AND DEPUTY CEOS (FY 21) Base salary Annual Bonus Long-term incentive plan EUTELSAT % of base salary Criteria % of base salary Criteria R. Belmer €650K Target: 100% Cap: 128% 1 M. Azibert €363K Target: 105% Cap: 133% 1 Y. Leroy Qualitative: specific objectives related to strategic roadmap Target: 125% Cap: 163% 1 Target: 160% Cap: 208% 1 €291K Target: 50% Cap: 60% 1 Quantitative: Operating Vertical revenue growth; DFCF; Total Opex (excluding Bad Debt) Target: 50% Cap: 65% 1 Award of performance shares linked to three-year internal objectives and a relative TSR objective 1 In case of overperformance 10#11CEO AND DEPUTY CEOS: NO SUPPLEMENTARY PENSION SCHEMES OR TERMINATION BENEFITS (FY 21) Pluri-annual variable compensation Compensation related to termination of office Exceptional compensation policy Benefits in kind Attendance fees Non-compete undertakings¹ Supplementary pension scheme Group benefit and supplementary health plans ▸ EUTELSAT ● ● ● ● ● ● None None Only in very specific circumstances Must be justified May not exceed 100% of target bonus Would be made public immediately after BoD decision. Would require AGM approval Company car For CEO (as Board member) Non-compete clause equivalent to 50% of base salary for 18 months vs. commitment to refrain from working directly or indirectly for another Satellite operator None Same terms as those applying to employees of Eutelsat S.A. 1 Rodolphe Belmer and Yohann Leroy benefit from non-compete undertakings | 11#12REMUNERATION ATTRIBUTED FOR FY 20 TO CEO AND DEPUTY CEOS 650 Fixed Salary RODOLPHE BELMER Actual 533 Annual Bonus + 48 Attendance fees & Benefits in kind EUTELSAT Theoretical¹ 254 Phantom Shares 363 MICHEL AZIBERT Actual 321 Fixed Annual Salary Bonus 4 Benefits in kind Theoretical ¹ 189 Phantom Shares 278 Fixed Salary YOHANN LEROY Actual 125 Annual Bonus 1 Related to Phantom share plan granted in November 2019. Valuation as per IFRS standards as of 30 June 2020. 3 + Benefits in kind Theoretical ¹ 41 C Phantom Shares | 12#13COMPENSATION RATIO BELOW MARKET AVERAGE Average ETL COMPENSATION RATIOS Chairman¹ CEO Deputy CEO Deputy CEO/CTO Median Chairman CEO Deputy CEO Deputy CEO/CTO ▸ EUTELSAT I FY 16 FY 17 FY 18 FY 19 FY 20 N/A 2 N/A 10 6 6 N/A 2 N/A N/A 7.4 3 12 7 3 3 3 11 14 7 8 N/A 3 I I FY 16 FY 17 FY 18 FY 19 FY 20 4 2 12 6 3 2 13 7 4 2 12 7 3 T I 2 14 8 + 4 12 CEO COMPENSATION RATIO VS AVERAGE 1 Miichel de Rosen for FY 17 and FY 18. Dominique D'Hinnin for FY 19 and FY 20 41 21 50 Average compensation ratio ETL ■SBF 120 average average 14 56 29 68 Median compensation ratio ■ SBF 120 ■ SBF 120 1st quartile 3rd quartile Source: Willis Towers Watson | 13#14THE TOTAL COMPENSATION OF THE BOARD HAS BEEN REDUCED Total compensation is down 18% YoY #Board members following AGM EUTELSAT TOTAL BOARD COMPENSATION (k€) 12 970 -18% 10 800 FY 19 FY 20 Total Compensation paid to Board members (including Chairman) 14#15TO SUM UP Infinite connectivity e EUTELSAT EUTELSAT Total remuneration consistent with market benchmark Accent on long-term component Annual bonus and long-term incentive plans fully based on performance criterial Large percentage represented by quantitative criteria Quantitative criteria fully aligned with financial outlook No supplementary pension schemes or termination. benefits Total board compensation has been reduced | 15#16EUTELSAT AGENDA 1. Management Compensation 2. Corporate Governance 3. Appendices | 16#17BOARD COMPOSITION: STRONG INDEPENDENCE AND GENDER-DIVERSITY Name Nationality Renewal French Dominique D'Hinnin (Chairman) Rodolphe Belmer* (CEO) BpiFrance (S. Frachet) Ana Garcia Fau Paul-François Fournier FSP (Agnès Audier)* Esther Gaide Cynthia Gordon Didier Leroy Ross McInnes EUTELSAT French French Spanish French French French UK French Australian / French 2021 2020 2022 2023 2021 2020 2021 2023 2021 2022 Experience Former co-managing partner and CFO of Lagardère CEO of ETL Former CEO of Groupe Canal Managing Director at BpiFrance Former CEO of Yell for Spain and LATAM EVP Innovation of BpiFrance Senior advisor at BCG CFO of Elior Former CFO of Technicolor > 20 years experience in Telcos at MTS, Orange, Ooredoo and Milicom Former EVP and Board Member of Toyota Motor Corp. Chairman of Toyota Motor Corp. Europe Chairman of the Board and former CFO of Safran 70% independent, 50% of women, 30% non-French Gender Independence Independent M M F F LL M F LL F F M M Non-Independent Non-Independent Independent Non-Independent Independent Independent Independent Independent Independent *Renewal subject to approval of resolutions by AGM of 5 November 2020 | 17#18SEPARATION OF CHAIRMAN AND CEO ROLES 1st March 2016 Aggregation of Chairman and CEO duties M. de Rosen, Chairman and CEO EUTELSAT Separation of the offices of the Chairman of the Board and CEO ► M. de Rosen: Chairman ► R. Belmer: CEO 8th Nov 2017 Appointment of Dominique D'Hinnin as Chairman ► D. D'Hinnin: Chairman R. Belmer: CEO | 18#19STRONG INDEPENDENCE OF BOARD COMMITTEES AUDIT, RISK & COMPLIANCE COMMITTEE 100% INDEPENDENT Esther Gaide ► Chairwoman and independent. Director Dominique D'Hinnin FSP (represented by Agnès Audier) Ross McInnes EUTELSAT COMPENSATION COMMITTEE 75% INDEPENDENT Ana Garcia Fau ► Chairwoman and independent Director Paul-François Fournier FSP (represented by Agnès Audier) Didier Leroy NOMINATION & GOVERNANCE COMMITTEE 67% INDEPENDENT Ross McInnes Chairman and independent Director Bpifrance (represented by Stéphanie Frachet) Dominique D'Hinnin | 19#20HIGH LEVEL OF ATTENDANCE TO BOARD AND COMMITTEE MEETINGS Seven Board meetings held in FY 20 (7 in FY 19) Average attendance to Board meetings: 93% (96% in FY 19) ► All current Directors have attendance rates above 70% High level of attendance to Committees ► Audit Committee: 100% (100% in FY19) ► Nomination and Governance Committee: 100% (94% in FY 19) ► Compensation Committee: 100% (88% in FY19) EUTELSAT 20#21TO SUM UP Infinite connectivity e EUTELSAT EUTELSAT Board of directors is characterized by strong independence, high level of experience and gender-diversity Separation of the offices of CEO and Chairman Separation of Compensation and Nomination Committee Strong independence of Committees which are all chaired by independent directors High attendance rates | 21#22EUTELSAT AGENDA 1. Management Compensation 2. Corporate Governance 3. Appendices 22#23IMPACT OF COVID-19 Whereas FY 20 revenues were negatively impacted by Covid-19 crisis, the activity of the Group is resilient compared with many industries, as it is characterized by ► Long-term contracts. ► Substantial backlog ► Criticality of capacity for customers. ETL did not request nor benefit from any support measures implemented by the French government following the Covid-19 crisis, notably for partial unemployment For the calculation of annual variable compensation of corporate offices for fiscal year 2019-20, the objectives have not been restated from the negative impact of Covid-19 The Group participated in national solidarity actions related to Covid-19 Donations to APHP & Institut Pasteur EUTELSAT 23#24TRACK RECORD DEMONSTRATES ACTUAL VARIABILITY OF REMUNERATION ,94% 91% 62% 68% R. Belmer 82% ANNUAL BONUS PAYOUT % ▸ EUTELSAT ,94% 91% 54% 84% 74% 95%95% M. Azibert ■FY 16 FY 17 FY 18 FY 19 - FY 20 Y. Leroy 86% 79% 7 22% FY 14 Plan LONG-TERM INCENTIVE PLANS VESTING RATE % 19% FY 15 Plan 0% FY 16 Plan 38% FY 17 Plan % Payout vs. Target. 21% FY 18 plan T % Payout vs Target. € amount paid /Target LTIP 24#25DETAILED CALCULATION OF ANNUAL BONUS FOR RODOLPHE BELMER (As a percentage of the fixed remuneration) Quantitative targets at Group level Operating Verticals Revenues growth Discretionary free cash flow The transformation plan (LEAP 2) Qualitative targets Total EUTELSAT % Weighting achievement achievement 70% 81% 57% 24.5% 28% 17.5% 30% 100% 0% 125% 125% 84% 82% Weighted % Achievement (in euros) 369,688 0% 35% 22% 25% 82% 227,500 142,188 163,800 533,488 25#26DETAILED CALCULATION OF ANNUAL BONUS FOR MICHEL AZIBERT (As a percentage of the fixed remuneration) Quantitative targets at Group level Operating Verticals Revenues growth Discretionary free cash flow The transformation plan (LEAP 2) Qualitative targets EUTELSAT Total Weighting 70% 24.5% 28% 17.5% 35% 105% % Weighted % Achievement achievement achievement (in euros) 81% 57% 206,675 0% 125% 125% 90% 84% 0% 35% 22% 21% 88% 127,184 79,490 114,466 321,141 26#27DETAILED CALCULATION OF ANNUAL BONUS FOR YOHANN LEROY (As a percentage of the fixed remuneration) Quantitative targets at Group level Operating Verticals Revenues growth Discretionary free cash flow The transformation plan (LEAP 2) Qualitative targets Total EUTELSAT Weighting 25 % 8.75% 10.0 % 6.25% 25% 50% % Weighted % achievement achievement 81.3% 20.3% 0.0% 125.0% 125.0% 90.0% 85.6% 0.0% 12.5% 7.8% 22.5% 42.8% Achievement (in euros) 59,109 36,375 22,734 65,475 124,584 27#28DETAILED CALCULATION OF VESTING ACHIEVED FOR LTIP Phantom share plan of November 2017 Criteria Revenue LEAP 1 cost-savings plan Relative TSR Discretionary Free Cash Flow Total vesting rate EUTELSAT Weighted Weight Achievement % achievement % 25% 0% 0% 25% 115% 29% 25% 84% 21% 25% 0% 0% 50% 28#29COMPENSATION OF NON-EXECUTIVE CHAIRMAN No fixed compensation Based exclusively on attendance fees ► Fixed part of €175K on an annual basis. ► Variable part of attendance fees of €4K per Board meeting ▸ Member of Audit, Risk Compliance committee Fixed part of €4 K Variable part of €3K per meeting ● ● ▸ Member of Governance and Nomination Committee Fixed part of €3K Variable part of €2K per meeting EUTELSAT remuneration of the chairman FOR FY 20 225 22 28 175 FY 20 remuneration Comittees (Audit, Risk & Compliance, Nomination & Governance) Variable portion as Board Chairman Fixed portion as Board chairman 29#30ESG STRATEGY Given the nature of its activities, the Group has a limited impact on greenhouse gases emissions CSR strategy seeks to focus on those areas where it can maximise its impact without neglecting other aspects Four major areas of focus are identified ► Engaging in efforts to bridge the "digital divide" ► Maintaining the space around the Earth uncongested and clean ► Implementing a HR policy suited to the challenges facing the Group ► Promoting corporate values and ethics, and preventing corruption risks KPIs specific to each of these areas have been defined and action plans put in place Compensation of corporate officers includes ESG criteria. More detail on ESG strategy, ESG governance and KPIs is available in DPEF1 ▸ EUTELSAT 1 Déclaration de performance Extrafinancière 30#31ACRONYMS AND DEFINITIONS Revenue from operating Verticals: Revenue of the Group five operating verticals, ie Broadcast, Data and PV, Government Services, Mobile Connectivity, Fixed Broadband. It is also equal to total Group revenues - Other revenues¹. DFCF: Discretionary Free-Cash-Flow as per ETL definition. Reflects ETL's ability to generate cash after the payment of interest and taxes. Discretionary free cash flow is defined as Net cash flow from operating activities less Cash Capex as well as interest and other financial costs, net of interest income. DFCF for FY 2019-20 stood at €474m. LEAP: LEAP 1 Cost-savings plan launched in January 2017 with an objective of €30m savings in FY 19 and an actual achievement of €32m. LEAP 2 Cost-savings plan was announced in July 2019 with an objective of an incremental €20- 25m savings by FY 22. LTIP: Long-term incentive plans based either on free shares or on phantom shares and based on 3-year financial objectives EUTELSAT 1 Other revenues include mainly compensation paid on the settlement of business-related litigations, the impact of EUR/USD currency hedging, the provision of various services or consulting/engineering fees and termination fees | 31