Pursuant to the proposal of the appointments and compensation committee, the board of directors during its meeting held December 21, 2023 decided to co-opt Olivier Charmeil as a director. Olivier Charmeil replaces OJB Conseil, represented by Olivier Bohuon, who has resigned after being an independent director for twelve years.

Olivier Charmeil is considered to be an independent director in accordance with the independence criteria adopted by the board of directors and set out in the Afep-Medef Code. The board of directors is thus composed of one-third independent directors (the director representing employees is not taken into account for the calculation of the independence balance, in accordance with current legal provisions and the Afep-Medef Code).

The ratification of the co-optation of Olivier Charmeil for the remainder of OJB Conseil's term of office (i.e. expiring at the end of the shareholders’ meeting to be held in 2026 to approve the financial statements for the financial year ending December 31, 2025) will be submitted to the next shareholders’ meeting on June 21, 2024.

The members of the board of directors also decided to appoint Olivier Charmeil as a member of the appointments and compensation committee for the duration of his term of office.  

Throughout his career, Olivier Charmeil has shaped decisive transformations, instilling essential momentum, while mobilizing and developing high-performance teams and talents. He will bring to Virbac's board of directors his expertise in transformations and organizational development, as well as his energy and sense of action. 

Marie-Hélène Dick-Madelpuech, chairwoman of the board of directors of Virbac: "We would like to thank Olivier Bohuon for his commitment since 2011 and his particularly valuable contribution to the work of the board of directors and the appointments and compensation committee. In accordance with the recommendations of the Afep-Medef Code, which provides for the loss of the status of independent director after twelve years on the board, and in order to ensure a balanced composition of the board, Olivier Bohuon is ending his term of office. This transition is in line with our commitment to the high standards of corporate governance, to which Olivier has made a significant contribution over the years through his outstanding professional and personal skills. We are delighted to welcome Olivier Charmeil as a new independent director to our board of directors. A recognized and long-serving executive with Sanofi, a world leader in the pharmaceutical industry, Olivier has in-depth, cutting-edge experience of all facets of the business, both in France and internationally. In particular, his skills in strategy and acquisitions, his know-how and knowledge in biology, his international experience and particularly in emerging markets or in digital, strategic areas of development for Virbac, should be invaluable to us."

Olivier Charmeil: "I'm delighted to be joining the Virbac group and its high-quality board of directors. I feel honored to be able to contribute to the development of a dynamic family group with very strong ambitions, particularly on the international stage."

^{A graduate of HEC-Paris, Olivier Charmeil began his career in 1989 with the European Union Bank in the Mergers & Acquisitions department. He then joined Sanofi in 1994 as head of Business Development. In 1999, he took on the role of CFO for Asia, and in 2002, he was promoted to vice president, International Operations Development at Sanofi Synthélabo. In 2003, he became CEO of Sanofi Synthélabo France. In 2004, he was appointed senior vice president in charge of the integration of Sanofi and Aventis. In 2006, he became senior vice president Asia/Pacific & Japan for Sanofi Aventis. In 2011, he was appointed executive vice president Vaccines and general manager of Sanofi Pasteur; and in 2016, executive vice president of the General Medicine division, which has a global footprint. Olivier Charmeil has been a member of Sanofi's executive committee since 2011; he is also a board member of GenOway since 2022 and of EFPIA since 2020, where he chairs the international committee}