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May 7, 2013 General Meeting

Precisions on #11 and #12 proposed resolutions

May 7, 2013 General Meeting: precisions on #11 and #12 proposed resolutions

  • The conditions for conditional grants of shares to employees (ACAS) are presently related to average growth in EPS excluding foreign exchange impact and exceptional items (other operating income and expenses) over a period of two years, and for Stock Options, average growth in EPS excluding foreign exchange impact and exceptional items and average growth in TSR over a period of three years. For the most recent Stock Option plans, the proportion represented by EPS was 65% while TSR represented 35%. The conditions applicable to the grant are defined by the Board of Directors at the time of each grant.
     
  • As regards EPS, the objectives set are in line with historical growth and medium-term ambitions and also take account of the economic environment. Based on the objective set, the grant decreases on a straight-line basis and no grant is made if there is zero growth in EPS. Over the last three years, the objective was very close to growth in EPS as set out in the consolidated annual budgets presented to the Board of Directors.
     
  • With regard to TSR, the objective is also in line with past performance and significantly higher than historical TSR performance for the reinvested CAC 40 index. As an example, over the last three years, the lower limit below which the condition is considered as not being met at all was also higher than this CAC 40 reference (3.3% on average over the period 2009-2012).
     
  • The Group’s variable remuneration policy is aimed at fostering the loyalty of salaried staff members and executive officers of the Company and closely involving them with the Group’s development and its stock market performance over the long term and grants of stock options and ACAS are essential components of this system.