ANNUAL GENERAL MEETING / Additional information SOLUTIONS 30 SE (the Company) will hold its annual general meeting (AGM) on 26 June 2020 at 9:00 a.m. Central European Summer Time (CEST). During this AGM, and amongst other topics, shareholders will ...
ANNUAL GENERAL MEETING / Additional information
SOLUTIONS 30 SE (the Company) will hold its annual general meeting (AGM) on 26 June 2020 at 9:00 a.m. Central European Summer Time (CEST). During this AGM, and amongst other topics, shareholders will be invited to an advisory vote for the first time on:
- the Remuneration Policy applicable to the members of the Supervisory Board and Management Board of the Company;
- The Long-Term Incentive Plan (LTIP).
Some questions regarding these two resolutions were raised by a proxy advisory firm. The Company has disclosed additional information and clarifications, which have led the proxy advisory firm to subsequently revise its voting recommendations.
LTIP maximum individual limit
- The LTIP has been designed as a stock option plan and only options can be granted. As mentioned in the documents made available on the Company’s web site, the option exercise price is EUR 8.99 (average stock price at the closing of the 60 trading days preceding the date of the Supervisory Board meeting of 23rd September 2019 having decided the award of the present LTIP).
- The maximum number of shares that can be issued under this plan shall not exceed 6,500,000.
- When calculating the total value of the plan, this exercise price must be taken into consideration.
Under the assumption of a share price of EUR 10.99, the total value of the plan is:
EUR 10.99 – EUR 8.99 = EUR 2.00
EUR 2.00 x 6.5m shares = total value of EUR 13.00m.
- The maximum individual allocation is 15% of the total size of the plan.
- Options shall be granted after a three-year performance program setting objectives upon satisfaction of those and shall vest 1 year after the respective grant date. Thus, this three-year plan cannot be compared to the median annual compensation packages of Solutions 30 peers.
Disclosure on termination provisions, TSR and peer group for the LTIP
- The performance criteria on which the allocation of stock-options is calculated include a target to outperform the market share price compared to an index composed of nine comparable European securities.
- This information and termination provisions, were disclosed on the Company’s web site in the section related to General Meetings under the name “Additional information on key elements of the proposed LTIP”.
Non-financial performance metrics introduced as part of the Remuneration Policy
- The Remuneration Policy is a four-year policy which sets the main principles applicable to the remuneration of the members of the Supervisory Board and the Management Board (GMB) of the Company.
- The Remuneration Policy establishes that “individual objectives are set at the beginning of each financial year by the Nominations and Remunerations Committee based on a proposal prepared by the Chairman of the GMB together with the GMB. The individual objectives should include non-financial measures. The Nominations and Remunerations Committee determines, at the end of each year, whether the relevant GMB member achieved his/her individual objective targets during that year.”
- These individual metrics are set each year. They depend on the annual goals of the Group and can vary from one individual to the other. For instance, these non-financial metrics may include customer satisfaction KPIs for the Company’s COO and Deputy COOs but will include different metrics for the CFO. They can also include ESG metrics depending on each individual area of expertise. Thus, they cannot be exhaustively defined in a four-year Remuneration Policy.
Objectives adjustment for the LTIP, in light of Covid-19
- The exceptional circumstances of Covid-19 have led the Supervisory Board of the Company to put the objectives for the LTIP under review.
- Any review would only concern the 2020 and 2021 objectives, but not the exercise price (no re-pricing) and/or performance measures and/or 2019 performance targets.
- The Covid-19 pandemic has led to a drastic change of the business environment, and companies need to adapt. Objectives which were set in 2019 may be re-adjusted in the interest of the Company, its employees, and its shareholders, if they appear not fit for purpose under the new circumstances.
- In SOLUTIONS 30 case, the Supervisory Board has decided to review the 2020 and 2021 targets to make sure that they still apply in the light of a completely unexpected and exogenous situation, while taking into account the best interests of all of the company’s stakeholders, including its shareholders. It is important that these targets, which are not only applicable to the members of the GMB, but to all senior executives, are meaningful and motivating for all beneficiaries.
For any further information, please:
- visit the Investor Relations / General Meeting section of the website: www.solutions30.com where all relevant documents are available;
- or contact the Company by email at the following address: email@example.com.
About Solutions 30 SE
The Solutions 30 Group is the European leader in solutions for new technologies. Its mission is to make the technological developments that are transforming our daily lives accessible to everyone, individuals and businesses alike. Yesterday, it was computers and the Internet. Today, it’s digital technology. Tomorrow, it will be technologies that make the world even more interconnected in real time. With more than 30 million call-outs carried out since it was founded and a network of more than 10,000 local technicians, Solutions 30 currently covers all of France, Italy, Germany, the Netherlands, Belgium, Luxembourg, the Iberian Peninsula, and Poland. The share capital of Solutions 30 SE consists of 107,127,984 shares, equal to the number of theoretical votes that can be exercised.
Solutions 30 SE is listed on Euronext Growth (ISIN FR0013379484 – code ALS30) as well as the Frankfurt Stock Exchange on the XETRA e-listing system (FR0013379484 – code 30L3). Indexes: MSCI Europe Small Cap | Tech40 | CAC PME Visit our website for more information: www.solutions30.com
Source(s) : SOLUTIONS 30
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