SOLOCAL_Registration Document_2017
7
INFORMATION ON THE COMPANY AND ITS CAPITAL 7.4 Main shareholders
SHAREHOLDING, SHARE SUBSCRIPTION OR PURCHASE OPTIONS, 7.4.3 PERFORMANCE SHARE GRANTS
SHAREHOLDINGS On the date this Document was filed, and to the Company’s knowledge, the members of the Board of Directors held the following number of SoLocal Group shares:
Director of the Board
Number of shares
Mr Pierre Danon, Chairman of the Board of Directors 260,530 Mr David Amar and related persons 18,700,00 Mr Jacques-Henri David and related persons 1,060,223 Ms Delphine Grison 3,000 Ms Marie-Christine Levet
Pending acquisition
Mr Alexandre Loussert and related persons Mr Arnaud Marion and related persons
60,000 128,775
Ms Joëlle Obadia Ms Lucile Ribot Ms Sophie Sursock
200
20,000 10,000
Mr Philippe de Verdalle and related persons
11,586,800 of which 35,000 held by Philippe de Verdalle and 11,551,800 held by the Nobel Fund (Weinberg Capital Partners) of which Philippe de Verdalle is CEO
Concerning the plan of 23 July 2009, the Board of Directors adopted the proposal of the Remuneration and Appointments Committee to grant 140,000 options to Mr Jean-Pierre Remy. All of these options were subject, in accordance with the AFEP/MEDEF Corporate Governance Code, to the following performance condition: Mr Jean-Pierre Remy reached his 2009, 2010 and 2011 annual objectives. As the Remunerations Committee had granted Mr Jean-Pierre Remy, based on the achievement of his targets, 150%, 130% and 50% of his variable portion during the course of 2009, 2010 and 2011, the average was 110% and, implementing this plan, 140,000 options were finally allotted (24,213 options following adjustments). Mr Jean-Pierre Remy was required to reinvest in SoLocal Group shares 33% of the net capital gains associated with the sale of shares from the exercises of these options and had to keep these shares at par value until the end of his term of office as Chief Executive Officer. The options were cancelled following the resignation of Mr Jean-Pierre Remy on 30 June 2017 from his duties as CEO. 2010 plan In 2010, the Company put in place two share subscription plans: on 27 July 2010 for 1,336,000 options at a strike price of €8.58 (before adjustments following the capital increase of 6 June 2014, the reverse stock price of 26 October 2015 and the increase of 14 March 2017), on 16 December 2010 for 166,000 options at a strike price of €7.09 (before adjustments following the capital increase of 6 June 2014, the reverse stock split on 26 October 2015 and the capital increase of 14 March 2017).
SHARE SUBSCRIPTION OR PURCHASE OPTIONS GRANTS
2005 plan The Company set up a share subscription option plan on 28 June 2005 which, having matured on 28 June 2015, has been cancelled. 2007 plan Similarly, the Company implemented a second share subscription plan on 20 December 2007, which upon expiry on 19 December 2017, was cancelled. 2009 plan In 2009, the Company put in place three share subscription plans: on 23 July 2009 for 1,145,000 options at a strike price of €6.71 (before adjustments following the capital increase of 6 June 2014, the reverse stock split of 26 October 2015 and the increase of 14 March 2017), on 29 October 2009 for 87,000 options at a strike price of €8.84 (before adjustments following the capital increase of 6 June 2014, the reverse stock split on 26 October 2015 and the capital increase of 14 March 2017), on 17 December 2009 for 75,000 options at a strike price of €7.82 (before adjustments following the capital increase of 6 June 2014, the reverse stock split on 26 October 2015 and the capital increase of 14 March 2017). These plans all have the same characteristics as the first plan: terms of ten years and are fully vested after three years.
246 2017 Registration Document SOLOCAL
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