Econocom - 2019 Universal registration document

05 management report

corporate governance statement

Termination benefits and 5.7.2.5. other contractual obligations The employment contracts of the executive Directors, Executive Committee members and non-executive Directors with operational functions in office at 31 ژ December 2019 contain standard clauses, in particular as regards notice period. They contain no specific clause with respect to pension benefits. Three members of the Executive Committee receive a specific termination benefit (under certain conditions) Appropriation of 5.8. profit and ژ dividend ژ policy At the Annual General Meeting to be held on 21 ژ May 2019, the Board of Directors will recommend that shareholders receive a refund of the issue premium, considered as paid-up capital, in the amount of €0.12 per share. This refund represents stability in the gross shareholder compensation per share over the last two years. In addition, the Group will also continue its share buyback policy. Relations with major 5.9. shareholders On 12 ژ November 2019, Econocom group received notification of a threshold crossing from Econocom International BV, the SCI of Dion Bouton and Econocom group stating that they held 45.04% of the Company's capital. This crossing above of the 45% threshold results from successive buybacks of shares in the Company by Econocom group SE as part of its share buyback programme authorised by the General Shareholders' Meeting of 21 ژ May 2019.

At 31 ژ December 2019, the number of shares issued by Econocom group totalled 245,380,430, of which Jean-Louis Bouchard held 36.40% via Econocom International BV and SCI de Dion Bouton. Shares held in treasury by Econocom group do not carry voting rights, meaning that, at 31 ژ December 2019, Jean-Louis Bouchard held 40.25% of the Company’s voting rights, directly and indirectly (excluding treasury shares held under the liquidity agreement). Relations with the majority shareholder, Econocom International BV, correspond to the provision of standard services on arm’s-length terms. In addition, the Econocom group signed lease agreements in France with companies controlled by Jean-Louis Bouchard: SCI Maillot Pergolèse, SCI of Dion Bouton and SCI JMB. These leases were signed on arm's length terms. Econocom group 5.10. employee share ownership The Group has set up several incentive plans for its personnel, employees, managers and executives. Three stock option plans set up in 2013, 2014 and 2017 are still in progress and have given rise to awards each year since 2013 and a free share allocation plan approved by the Annual General Meeting in May ژ 2016 has given rise to awards in 2016 and 2018. During the year, 85,000 free shares were transferred to the beneficiaries of this plan, resulting in the transfer of an equivalent number of treasury shares, and 120,000 ژ options relating to the 2014 stock option plan were exercised by one beneficiary, resulting in the issuance of 240,000 ژ free shares.

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2019 annual report