Universal Registration Document 2021
CORPORATE GOVERNANCE AND COMPENSATION COMPENSATION
Stock Options Plans and Performance or Restricted Shares Plans 4.2.4 [102-35] [201-3] [401-2]
This section constitutes the Board of Directors’ report to shareholders made in accordance: with Article L. 225-184 of the French Commercial Code, describing • the allocation by the Board of Directors of share subscription or purchase options under Articles L. 225-177 to L. 225-186 and L. 22-10-56 to L. 22-10-58 of the French Commercial Code during fiscal year 2021; with Article L. 225-197-4 of the French Commercial Code, • describing the allocations by the Board of Directors of performance and restricted shares under Articles L. 225-197-1 to L. 225-197-3 and L. 22-10-59 to L. 22-10-60 of the French Commercial Code during fiscal year 2021. As mentioned in the following tables and especially in Table no. 9 related to existing performance and restricted shares plans, the Board of Directors allocated and may allocate such stock options and shares at different calendar periods from one year to another, and thus deviates from the provisions of AFEP-MEDEF Corporate Governance Code with this regard. This practice can be explained by different factors. Firstly the allocations made under the same plan can be made in several times along the year, to different beneficiaries or categories of beneficiaries. Concerning the LTIP 2020 which was initially planned for the first half of 2020, its issuance had to be postponed to the end of 2020 in liaise with the new schedule of the financial restructuring in the
context of the Covid-19 crisis at the beginning of the pandemic. However the Board of Directors is prohibited from granting any share or option during the blackout periods defined in section 10-A of the Group's policy entitled "Corporate policy on the purchase and sale of company shares, insider trading and protection of inside information". Also and in any event the Board appreciates before each grant if the time period is duly appropriate or not for such grant. STOCK OPTION PLANS 4.2.4.1 The Shareholders’ Meeting of May 23, 2013, in its 15 th resolution, authorized the Board of Directors to proceed with the allocation, in one or several times, in favor of employees or executive officers of the Company and its French and foreign subsidiaries, of share subscription or purchase options. This authorization was valid until July 23, 2016. Options granted under this authorization would not give right to a total number of shares greater than 26,843,507 representing 8% of the share capital at the date of the Shareholders’ Meeting held on May 23, 2013. All the stock options in existence as of December 31, 2021 have been allocated between 2013 and 2015 in virtue of such authorization as detailed below. The Board of Directors did not allocate any stock options since this date.
4
STOCK OPTIONS IN EXISTENCE AS OF DECEMBER 31, 2021 (TABLE NO. 8 OF THE ANNEX 4 OF THE AFEP-MEDEF CORPORATE GOVERNANCE CODE)
Plan MIP 2015
Plan MIP 2016 May 23, 2013 June 20, 2014 October 21, 2014 April 9, 2015
Plan MIP June 2017
Plan MIP October 2017
Date of Shareholders’ Meeting Date of Board of Directors’ meeting
May 23, 2013 May 23, 2013 June 7, 2013
May 23, 2013 June 26, 2015
May 23, 2013 October 19, 2015
October 24, 2013 December 18, 2013 March 26, 2014
Type of options
Subscription 17,188,000
Number of options initially granted, including: Number of options initially granted, after adjustment (2)(3) if applicable, including: Number of options granted to Corporate Officers (1) : Frédéric Rose (CEO until November 5, 2020) Number of options granted to the first ten employee beneficiaries Beginning of the exercise period
5,145,000
250,000
1,710,000
653,893
197,028
9,612
63,334
103 217
166,335
68,817
9,612
48,522
May 23, 2015
June 20, 2016 October 21, 2016
June 26, 2017
October 19, 2017
Plan life
8 years
8 years
8 years
8 years
Expiration date
May 23, 2021
June 20, 2022 October 21, 2022
June 26, 2023
October 19, 2023
TECHNICOLOR UNIVERSAL REGISTRATION DOCUMENT 2021 143
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