Sopra Steria - 2018 Registration document

GENERAL MEETING Special reports of the Board of Directors

4. Special reports of the Board of Directors

SPECIAL REPORT OF THE BOARD OF DIRECTORS ON ALLOTMENTS OF FREE SHARES – FINANCIAL YEAR ENDED 31 DECEMBER 2018 In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, we are pleased to present our report on transactions carried out pursuant to the provisions of Articles L. 225-197-1 to L. 225-197-3 of the aforementioned Code relating to allotments of free shares. 1) Allotments of rights to free shares in 2018 You are reminded that Resolution 25 of the Extraordinary General Meeting of 22 June 2016 authorised the Board of Directors to proceed with allotments of free shares to employees and officers of the Company or the Group to which it belongs, under the following terms and conditions: p Recipients: Employees and/or eligible company officers (as defined in Article L. 225-197-1 II of the French Commercial Code) of the Company or of any related companies as defined in Article L. 225-197-2 of the French Commercial Code, or certain categories of such individuals; p Maximum number of shares: The maximum number of shares shall not exceed 3% of the share capital at the date of the allotment decision, with a sub-limit of 5% of that 3% limit for allotments to executive company officers of the Company, it being understood that this 3% limit is an overall limit covering all issues to employees and company officers for which authorisation is given to the Board; p Validity of the authorisation: 38 months, i.e. until 22 August 2019. This authorisation supersedes the previous one having the same purpose.

Under this authorisation, during fiscal year 2018 the Board of Directors allotted 128,000 free performance shares to certain employees and officers of the company and related companies, as defined in Article L. 225-197-2 of the French Commercial Code, designated by it. This allotment is subject to continued employment and performance conditions based on three performance criteria (organic revenue growth, operating profit on business activity expressed as a proportion of revenue, and free cash flow) assessed in respect of financial years 2018, 2019 and 2020. Under this plan, 3,000 rights to free performance shares were allotted to an executive company officer of the Company (Vincent Paris, Chief Executive Officer). 2) Vesting of free shares in 2018 The following decisions were made by the Chief Executive Officer, acting on the authority of the Board of Directors: p Decision of the Chief Executive Officer of 16 October 2018 making use of the authorisation given by the Board of Directors on 26 July 2018 to allot free shares under the free performance share plan put in place by Groupe Steria on 15 October 2014: Full and final allotment of 7,975 free shares with a par value of €1 each to 27 non-French recipients, through the remittance of shares held in treasury. It should be noted that performance shares did not vest to any officer of the Company in connection with his or her corporate office. The number of free performance shares vested by the Company in 2018 to the Company’s top ten non-company-officer employee free share grantees was: none (see above).



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