2021 Universal Registration Document
9 GENERAL MEETING
Special report of the Board of Directors
Special report of the Board of Directors 4.
SPECIAL REPORT OF THE BOARD OF DIRECTORS ON ALLOTMENTS OF FREE SHARES – FINANCIAL YEAR ENDED 31 DECEMBER 2021
In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, we are pleased to present our report on transactions carried out pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-3 of the aforementioned Code relating to allotments of free shares. Allotment of free shares in 2021 1.
Vesting of free shares in 2021 2. The following decision was made by the Chief Executive Officer, acting on the authority of the Board of Directors: Decision by the Chief Executive Officer of 1 April 2021 making p use of the authorisation given by the Board of Directors on 25 February 2021 to allot free shares under the free performance share plan put in place by Sopra Steria Group SA on 16 February 2018: full and final allotment of 67,680 shares with a par value of 1 each to 146 grantees, through the remittance of shares held in treasury. It should be noted that at that time 1,905 performance shares vested with the Chief Executive Officer in connection with his corporate office within the Company. The number of free performance shares vested by the Company in 2021 to the Company’s top ten non-company-officer employee free share grantees was as follows:
You are reminded that Resolution 23 of the Combined General Meeting of 12 June 2018 authorised the Board of Directors to award free shares to employees and company officers of the Company or the Group to which it belongs, under the following terms and conditions: Recipients: Employees and/or eligible company officers (as p defined in paragraph 1 of Article L. 225-197-1 II and Article L. 22-10-59 III of the French Commercial Code) of the Company or of any related companies as defined in Article L. 225-197-2 of the French Commercial Code, or certain categories of such individuals. Maximum number of shares: The maximum number of shares p shall not exceed 3% of the share capital at the date of the allotment decision, with a sub-limit of 5% of that 3% limit for allotments to executive company officers of the Company, it being understood that this 3% limit is an overall limit covering all issues to employees and company officers for which authorisation is given to the Board. Validity of the authorisation: 38 months, i.e. until 12 August p 2021. Under this authorisation, at its meeting of 26 May 2021 the Board of Directors allotted 219,200 rights to free performance shares to some of the Company’s employees and company officers and related companies as defined in Article L. 225-197-2 of the French Commercial Code, which it designated. This allotment is subject to a condition of continued employment as well as vesting conditions based on a target comprising financial performance conditions and a CSR condition. The financial performance conditions, counting for 90% of the plan, are based on three performance criteria, all weighted equally (the Company’s organic consolidated revenue growth, consolidated operating profit on business activity as a percentage of revenue, and consolidated free cash flow), assessed for financial years 2021, 2022 and 2023. The CSR condition, counting for 10% of the plan and whose attainment will be measured at 31 December 2023, relates to the number of women in senior management positions. It is determined based on the proportion of women in the Group’s senior management positions (defined as the two highest echelons, levels 5 and 6). Under this plan, 3,000 rights to free performance shares were allotted to an executive company officer of the Company (Vincent Paris, Chief Executive Officer).
Unit value (opening share price on the date of allotment)
Number of shares
Sopra Steria plan of 16 February 2018
The Board of Directors
SOPRA STERIA UNIVERSAL REGISTRATION DOCUMENT 2021
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