Econocom - 2020 annual report

05 management report profit for the year

Financial liabilities (non-Group) totalling a gross amount of €508.4 million correspond to the EURO PP of €56.4 million (issued in May 2015 for which there is only one more instalment due to the repayment made during the year the Schuldschein note of €150.2 million (issued in November 2016 with maturities of five and seven years), the OCEANEs worth €182.9 million issued in May 2018 with maturities of five years and the commercial paper programme worth €119.0 million (with short-term maturities of between one and three months). Receivables and equity investments in related parties increased by €19.4 million to €1,036.0 million due to new equity investments for the amount of €84.9 million for repayments of receivables carried out impairments, and disposals (see below). SHARE CAPITAL 2.3.3. At 31 December 2020, Econocom group’s share capital totalled €23,512,749.67, divided into 220,880,430 shares with no nominal value. Changes in share capital since 2011 have consisted of (i) share capital increases in connectionwith the exerciseof stock options by the Group’s managers and (ii) share 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 March2018. In December 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 StockOption Plan.

A total of 2,480,000 stock options were granted to approximately 20 of the Group’s managers under the 2014 Stock Option Plan. At 31 December 2020, 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 new shares, each option entitling holders to two Econocom group shares following the two-for-one split that took place in June 2017. In June 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 stock subscription rights entitling the holders to subscribe, under certain conditions, to a new Econocom group share. The Compensation Committee had until 31 December 2019 to determine the beneficiaries of this plan. At 31 December 2020, taking into account the options forfeited by beneficiaries, the number of 2017 stock options allocated amounted to 90,000 corresponding to a maximum issueof 90,000 newshares. On 1 March 2018, Econocom launched the issuance of convertible bonds and/or exchangeablefor new and/or existing shares (OCEANE) with a par value of €200 million, maturing in 2023. The holders of Bonds will have a right to the award of Shares that they may exerciseat any time from the Issue Date ( i.e. 6 March 2018) and until the 8 th business day (inclusive) preceding the normal or early redemptiondate 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. Following the bond buybacks in 2020, there are currently 22,874,865 bonds outstanding. If all the bonds were converted (if the conversion price of €8.26 was reached) into new shares, according to the current

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2020 annual report