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Additional Information
Share Capital and other information subject to shareholder’s approval
241
Worldline
2016 Registration Document
Compensation
Components
Amounts
Comments
Performance Free
Shares
Grant of
Grant of
Performance Free
Shares
38,000
of 100%)
a multiplier
coefficient
(taking into
account
on July 25, 2016
Performance Free
Shares
on the grant
of 38,000 shares)
valuation (based
€ 646,643
Performance Free
Shares
valuation method
according to the
IFRS 2 method
recognized by
the consolidated
accounts of the
Company.
Executive Officer.
recommendations of the AFEP-MEDEF Corporate Governance Code with respect to the Chief
held on July 25, 2016, and upon the recommendation of the Nomination and Remuneration
Committee, allocated
38,000
performance shares (taking into account the application of a
In connection with the authorization granted, for thirty-eight months, by the Combined General
Meeting of May 26, 2016 (twenty-third resolution), the Board of Directors, during its meeting
multiplier coefficient of 100%) to the Worldline CEO. This amount takes into account the
consolidated accounts of the Company.
Those shares are valuated at € 646,643 according to the IFRS 2 method recognized by the
Remuneration Committee, considered the following elements:
In its analysis, the Board of Directors, upon the recommendation of the Nomination and
The allocation of a theorical maximum of 43,700 performance shares to the Chief Executive
●
Officer (taking into account an over-performance and the application of a multiplier coefficient of
maximum 115%);
The principle and additional requirement to adjust the definitive attribution of the number of
●
over-performance, and this in compliance with the threshold of a compensation in shares of
45% of his total annual compensation (even in the most favorable case);
performance shares to the Chief Executive Officer, relating to a possible over-performance
through the application of a multiplier coefficient of maximum 115% resulting from such
The conservation obligation, for the duration of his duties, of 15% of performance shares
●
allocated to him will also apply to the Chief Executive Officer;
Will also apply the prohibition to conclude any financial hedging instruments over the shares
●
being the subject of the award during the whole duration of the mandate of the Chief
Executive Officer.
performance shares is also subject to the achievement of the following internal and external
performance conditions, calculated for the two years 2016 and 2017:
On top of a condition of attendance during the acquisition period, the allocation of
Internal Performance Conditions:
For each year 2016 and 2017, at least 2 of 3 internal performance criteria must be met. If one
criterion is not met, this criterion becomes compulsory for the following year.
concerned year, or, above or equal to the previous year’s results +10%);
Worldline Group Free Cash Flow
before acquisition/disposal and variation of equity and
●
dividends (above or equal to 85% of the amount disclosed in the Group Budget for the
Worldline Group Operating Margin Before Depreciation and Amortization
(above or
●
equal to 85% of the amount disclosed in the Group Budget for the concerned year, or,
above or equal to the previous year’s results +10%);
Worldline Group Revenue
(Revenue Growth Rate as mentioned in the Company’s Budget
●
for the year minus a percentage decided by the Board of Directors or+5% per reference to
the Group Growth targets).
External Performance Conditions:
already at the highest level):
For each year 2016 and 2017, at least 2 of 3 performance criteria must be met (or maintained if
plan, the terminology to define the highest achievable level is modified);
The Worldline Group gets the GRI G4 rating “Comprehensive” (or its equivalent if, during the
●
plan, the terminology to define the highest achievable level is modified);
The Worldline Group gets the Eco Vadis CSR rating “Gold” (or its equivalent if, during the
●
The Worldline Group gets the GAIA Index Certification general rating equal or above 70%
●
(or its equivalent if, during the plan, this terminology is modified).
compared to the objectives defined by the Board of Directors.
of performance shares communicated to the beneficiaries in the letter of grant, respectively in
case of under-performance or over-performance of the Worldline Group in 2016 and 2017
Subject to the achievement of the performance conditions of the plan and the condition of
attendance, the definitive allocation of shares will vary between 85% and 115% of the number
performance shares will definitively acquire the shares on July 25, 2018, subject to achieving
The Worldline CEO is a Plan France beneficiary. According to this Plan, beneficiaries of
one year following this date.
the performance conditions and the aforementioned condition of attendance until July 25,
2018; the beneficiaries will also be required to retain the shares thus acquired for a period of