Econocom - 2019 Universal registration document

05 management report profit for the year

Financial liabilities (non-Group) totalling a gross amount of €721.3 ژ million correspond to the EURO PP of €102.5 ژ million (issued in May ژ 2015 with maturities of five and seven years), the Schuldschein note of €150.2 ژ million (issued in November ژ 2016 with maturities of five and seven years), the OCEANE worth €190.1 ژ million issued in May ژ 2018 with maturities of five years) and the commercial paper programme worth €278.5 ژ million (with short-term maturities of between one and three months). Receivables and equity investments in related companies increased by €79.9 ژ million to €1,006.6 ژ million due to new equity investments in August ژ 2019 for the amount of €101.8 ژ million for disposals and impairment see below. 2.3.3. SHARE CAPITAL At 31 ژ December 2019, Econocom group’s share capital totalled €23,512,749.67, divided into 245,380,430 ژ shares with no stated par value. Changes in capital since 2010 have consisted of (i) ژ capital increases in connection with the exercise of stock options by the Group’s managers and (ii) ژ capital increases either as part of external growth transactions to fund a portion of the acquisition price or as a result of the conversion of bonds. The only items that could have an influence on Econocom group’s share capital corresponding to the 2014 and 2017 stock option plans and the OCEANE convertible bond issued on 1 ژ March 2018. In ژ December ژ 2014, the Board of Directors approved a stock option plan (“2014 Stock Option Plan”) and decided to issue, with cancellation of shareholders’ pre-emptive subscription rights, 2,500,000 stock subscription rights entitling the holders to subscribe, under certain conditions, to a new Econocom group share. The Compensation Committee had two years to determine the beneficiaries of the 2014 Stock Option Plan.

A total of 2,480,000 ژ stock options were granted to approximately 20 of the Group’s managers under the 2014 Stock Option Plan. At 31 ژ December 2019, taking into account the options lapsed due to departures and failure to meet performance conditions, a total of 2,041,420 of the 2014 stock options were still exercisable, which correspond to the maximum issue of 4,082,840 ژ new shares, each option entitling holders to two Econocom group shares following the two-for-one split that took place in June ژ 2017. In June ژ 2017, the Board of Directors also approved a stock option plan (“2017 Stock Option Plan”) and decided to issue, with cancellation of shareholders’ pre-emptive subscription rights, 2,000,000 ژ stock subscription rights entitling the holders to subscribe, under certain conditions, to a new Econocom group share. The Compensation Committee had until 31 ژ December 2019 to determine the beneficiaries of this plan. At 31 ژ December 2019, taking into account the options forfeited by beneficiaries, the number of 2017 stock options allocated amounted to 90,000 corresponding to a maximum issue of 90,000 ژ new shares. On 1 ژ March 2018, Econocom launched the issuance of convertible bonds and/or exchangeable for new and/or existing shares (OCEANE) with a par value of €200 ژ million, maturing in 2023. The holders of Bonds will have a right to the award of Shares that they may exercise at any time from the Issue Date ( i.e . 6 ژ March 2018) and until the 8 th ژ business day (inclusive) preceding the normal or early redemption date on the basis of a conversion or exchange ratio of one Econocom Share per Bond and subject to any subsequent adjustments. In the event of request of conversion of Bonds, the Bond holders will receive, at Econocom's discretion, new and/or existing shares of Econocom. To date, the number of bonds outstanding is 24,213,075. If all the bonds were converted (if the conversion price of €8.26 was reached) into new shares, according to the current conversion ratio of 1 share for 1

121

2019 annual report