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Additional Information
Share Capital and other information subject to shareholder’s approval
245
Worldline
2016 Registration Document
before Depreciation and Amortization and Revenue Growth.
The plan also provides for three external conditions detailed
2017, 2018 and 2019 of the new plan relate to internal
financial criteria linked to Free Cash Flow, Operating Margin
below.
Performance conditions to be achieved over the three years
The features of the performance shares allocation plan are
as follows:
the vesting period (section below) in accordance with article
L.
225-180 of the French Commercial Code;
officer status of the Worldline Group or of Atos SE or of any
company affiliated with Atos SE, by the beneficiary during
incapacity), the allocation of performance shares is
conditioned on the preservation of employee or corporate
Condition of attendance:
Subject to certain exceptions
A.
provided for in the plan (such as for instance death or
shares is also subject to the achievement of the following
internal and external performance conditions, calculated for
Performance condition:
The allocation of performance
B.
the three years 2017, 2018 and 2019.
Internal performance conditions
criterion becomes compulsory for the following year:
For each year 2017, 2018 and 2019, at least 2 out of 3 internal
performance criteria must be met. If one criterion is not met, this
Performance condition n° 1
●
one of the following two amounts:
dividends
and
income
generated
from
acquisitions/disposals in the relevant year, is at least equal to
The amount of the Worldline Group Free Cash Flow, before
85% of the Worldline Group Free Cash Flow set forth,
●
the relevant year; or
before dividends and income generated from
acquisitions/disposals in the budget of the Company for
income generated from acquisitions/disposals recorded in
the previous year increased by 10%.
the Worldline Group Free Cash Flow before dividends and
●
Performance condition n° 2
●
at least equal to one of the following two amounts:
The Group Operating Margin before Depreciation and
Amortization of the Worldline Group in the relevant year is
85% of the Worldline Group Operating Margin before
●
Depreciation and Amortization disclosed in the budget of
the Company for the relevant year; or
year increased by 10%.
the Worldline Group Operating Margin before
●
Depreciation and Amortization recorded in the previous
Performance condition n° 3
●
The Worldline Group Revenue Growth for 2017
1
, 2018 and
2019 is at least equal to one of the following two amounts:
The growth rate set forth in the Company’s budget minus
a percentage decided by the Board of Directors; or
+5% growth rate in reference to the growth targets of the
●
Company.
consolidation scope.
The indicators of Performance Conditions n°1, n°2 and n°3 will be
calculated at constant currency exchange rates and
External performance conditions
For each year 2017, 2018 and 2019, at least 2 out of 3
performance criteria must be met (or maintained if already at
the highest level):
modified);
“Comprehensive” (or its equivalent if, during the plan, the
terminology to define the highest achievable level is
The Worldline Group gets the GRI G4 rating
●
define the highest achievable level is modified);
(or its equivalent if, during the plan, the terminology to
The Worldline Group gets the Eco Vadis CSR rating “Gold”
●
general rating equal or above 70% (or its equivalent if,
during the plan, this terminology is modified).
The Worldline Group gets the GAIA Index Certification
●
in case of, respectively, under-performance or over-performance
may vary between 85% and 115% of the number of performance
shares communicated to the Beneficiaries in the letter of grant,
Subject to the presence and performance conditions of the plan
being achieved, the definitive allocation of performance shares
of the Worldline Group in 2017, 2018 and 2019 compared to
objectives defined by the Board of Directors.
allocated to them 3 years after the grant date, subject to
achieving the above performance conditions and the
Vesting and holding periods
: Beneficiaries of performance
C.
shares will definitively acquire the performance shares
holding obligation and will be immediately available for sale
by their beneficiaries, in compliance with the “closed
aforementioned condition of attendance until the vesting
date. The shares thus acquired will not be subject to any
of office
obligation to keep a certain number of vested performance
shares to be determined for the entire duration of his term
the Prevention of Insider Trading, with the exception of the
shares allocated to the Chief Executive Officer, who has an
periods” as set by the Company according to the Guide for
In case the performance conditions would not be achieved
and/or the presence condition would not be met, the
performance shares granted would be rendered void.
Exceptional compensation
●
The CEO does not receive exceptional compensation.
Benefits for taking up the position
●
Not applicable.
Severance Pay
●
in the event of termination of his mandate.
The CEO will not receive a severance payment at the end of
his mandate nor any compensation for non-compete clause
Benefits in kind
●
car. The total amount of the benefits in kind in favor of Mr.
year 2017.
Grapinet, relating to his office of CEO, are valued at €
2,947
for the year 2016 and should remain comparable for the
The benefits in kind granted to the CEO since his
appointment remained unchanged and include a company
For 2017, the percentage disclosed in the budget is the “Full Year Forecast 2”.
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