SOPRA_STERIA_REGISTRATION_DOCUMENT_2017

2017 CONSOLIDATED FINANCIAL STATEMENTS Notes to the consolidated financial statements

Former Steria plans

Sopra Steria plans

Plan 12

Plan 13

June 2016 plan February 2017 plan

Number of shares cancelled in 2017 Number of shares vested at 31 December 2017 Number of potential shares that could have been granted as at 31 December 2017 Equivalent in Sopra Steria Group shares

2,028

6,400

19,690

22,060

-

-

-

-

-

32,500

68,810

86,940

-

8,125 15.30

68,810

86,940 112.85 *

Share price Risk-free rate Dividends paid

12.69

97.63

1.29%/0.97%

0.32%/0.15%

-

-

2.5%

2.5%

2.5%

2.5%

Volatility

N/A

N/A

N/A

N/A

(Expense)/Income recognised in the income statement

for the financial year in millions of euros

-

0.2

2.1

2.4

* Including 5,000 shares granted following the Board of Directors’ decision at its meeting on 25 October 2017. The share price at that date was €157.

Furthermore, two additional plans have been set up in the United Kingdom, known as share incentive plans, which are not included in the table above and represent an expense of €0.8 million. At the Combined General Meeting of 13 June 2017, an overall limit of 3% of the share capital (i.e. 615,953 shares on the basis of the share capital at 31 December 2016) was set for all employee and company officer shareholding programmes (share subscription and share purchase options, BSAAR redeemable equity warrants, free shares, and share capital increases reserved for employees enrolled in the company savings plan). Awards of free Sopra Steria Group shares are granted to some staff members, subject to their continued employment within the Group at the grant date, and either subject or not subject to conditions relating to the Group’s performance. The benefit granted under free share award plans constitutes additional compensation and is measured and recognised in the financial statements. At the end of each reporting period, the Group reviews, based on non-market performance conditions, its estimates of the number of shares that will eventually vest. The impact of this re-estimate is recorded in the income statement as an offset against equity. The value of free shares in awards granted to employees to compensate them for services rendered is measured by reference to the fair value of the equity instrument at the grant date. This fair value is based on the share price at this same date. Non-market vesting conditions must not be taken into account when estimating

The Group implemented a new free share plan on 24 February 2017, which was supplemented by decision of the Board of Directors on 25 October 2017. This plan is in addition to the one approved on 24 June 2016 and described in Note 5.4.2 to the consolidated financial statements in Chapter 4 of the 2016 annual financial report. Grants of awards under this plan are subject to performance conditions tied to revenue growth, operating profit on business activity and free cash flow for financial years 2017, 2018 and 2019; they are also conditional on continuing employment. Originally, a total of 109,000 shares could potentially vest in awards granted under this plan. At 31 December 2017, there were 86,940 shares that could potentially vest. the fair value of the shares at the grant date. When these equity instruments are subject to conditions of non-transferability, the cost of non-transferability is taken into account in their fair value. Where appropriate, the inability to collect dividends is also taken into account in the fair value calculation. Finally, the expense recognised on a cumulative basis also takes into account the estimated number of shares that will be definitively vested. The expense reflecting share-based payments made to employees under free share plans is recognised on a straight-line basis in profit or loss over the vesting period, under Expenses related to stock options and similar items , which enters into the calculation of Profit from recurring operations . Since this is an equity-settled plan, the double-entry for this expense is recognised in equity under the Consolidated reserves and other reserves heading.

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SOPRA STERIA REGISTRATION DOCUMENT 2017

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