(ii) the vesting of the other 50% of the performance shares was subject to the achievement of the performance of Sodexo’s TSR (Total Shareholder Return) compared to the CAC 40 GR index (dividends reinvested), as follows:
| SODEXO’S TSR (BETWEEN JANUARY 27, 2016 AND THE DATE OF THE ANNUAL SHAREHOLDERS MEETING CALLED TO APPROVE THE FISCAL 2020 FINANCIAL STATEMENTS) |
NUMBER* OF VESTED SHARES (% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX) |
|---|---|
| Negative and/or underperformance with respect to the CAC 40 GR index | Negative and/or underperformance with respect to the CAC 40 GR index NUMBER* OF VESTED SHARES(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX) 0% |
| Outperformance with respect to the CAC 40 GR index of between 0% and 8% | Outperformance with respect to the CAC 40 GR index of between 0% and 8% NUMBER* OF VESTED SHARES(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX) 10%-50% |
| Outperformance with respect to the CAC 40 GR index of between 8% and 12% | Outperformance with respect to the CAC 40 GR index of between 8% and 12% NUMBER* OF VESTED SHARES(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX) 50%-100% |
| Outperformance with respect to the CAC 40 GR index of more than 12% | Outperformance with respect to the CAC 40 GR index of more than 12% NUMBER* OF VESTED SHARES(% OF THE INITIAL NUMBER OF SHARES SUBJECT TO THE CONDITION OF PERFORMANCE OF SODEXO’S TSR COMPARED TO THE CAC40 GR INDEX) 100% |
* Roundown to the nearest whole number.
Based on the recommendation of the Compensation Committee, the Board of Directors at its meeting of April 8, 2021, recognized that:
| PLAN DATE | VALUE OF PERFORMANCE SHARES GRANTED (in euro) | NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED | PERFORMANCE CONDITIONS | NUMBER OF VESTED PERFORMANCE SHARES | VESTING DATE | AVAILABILITY DATE |
|---|---|---|---|---|---|---|
| 04/27/2018 | 04/27/2018 VALUE OF PERFORMANCE SHARES GRANTED(in euro) 1,600,437 |
04/27/2018 NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED25,000 |
04/27/2018 PERFORMANCE CONDITIONS100% |
04/27/2018 NUMBER OF VESTED PERFORMANCE SHARESN/A |
04/27/2018 VESTING DATE04/27/2022 |
04/27/2018 AVAILABILITY DATE04/27/2022 |
| 06/19/2019 | 06/19/2019 VALUE OF PERFORMANCE SHARES GRANTED(in euro) 1,836,252 |
06/19/2019 NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED22,000 |
06/19/2019 PERFORMANCE CONDITIONS100% |
06/19/2019 NUMBER OF VESTED PERFORMANCE SHARESN/A |
06/19/2019 VESTING DATE06/19/2023 |
06/19/2019 AVAILABILITY DATE06/19/2023 |
| 11/20/2020 | 11/20/2020 VALUE OF PERFORMANCE SHARES GRANTED(in euro) 1,681,288 |
11/20/2020 NUMBER OF PERFORMANCE SHARES ORIGINALLY GRANTED28,000 |
11/20/2020 PERFORMANCE CONDITIONS100% |
11/20/2020 NUMBER OF VESTED PERFORMANCE SHARESN/A |
11/20/2020 VESTING DATE01/25/2024 |
11/20/2020 AVAILABILITY DATE01/25/2024 |
In recognition of Denis Machuel's contribution to the development of the Group, which he joined in 2007 and of which he has been the Chief Executive Officer since January 2018, and his actions during the Covid-19 crisis, and in accordance with the compensation policy approved by the Annual Shareholders Meeting of January 12, 2021 and recommendations 25.3.3 and 25.5.1 of the AFEP-MEDEF Code, the Board of Directors has decided to waive the presence condition applicable to the share plans in the process of vesting, and to maintain the share rights pro rata to his effective presence within the Group.
In accordance with the compensation policy approved by the Annual Shareholders Meeting of January 12, 2021, there will be no acceleration of the vesting period and the performance conditions of these plans will continue to apply.
Denis Machuel will therefore retain a portion of his rights to the plans granted in 2018, 2019 and 2020, i.e., 41,514 of the 75,000 initially granted. These shares amounted to 2,872,221 euro at the grant date as measured in accordance with IFRS. However, this measurement does not take into account the achievement of performance conditions measured at the end of the vesting period provided under the plans. These performance conditions are particularly stringent, as evidenced by the failure to meet the performance conditions related to the 2016 and 2017 plans. In addition, the performance criteria of the non-vested plans, including those granted to Denis Machuel, will be severely affected by the impact of the Covid-19 crisis on the Group's performance. The current number of shares that could be obtained under each plan and their values cannot be known at this stage.
