Latest news with #UniversalRegistrationDocument
Yahoo
3 days ago
- Business
- Yahoo
Alstom S.A: 2024/25 Universal Registration Document available
28 May 2025 – Alstom's 2024/25 Universal Registration Document, which includes notably the Annual Financial Report, was filed with the "Autorité des marchés financiers" (AMF) on 28 May 2025. This document is available to the public free of charge in accordance with applicable regulation and may be viewed on Alstom's website ( as well as on the AMF website ( The following information is included in the 2024/25 Universal Registration Document: the Annual Financial Report, including notably the consolidated financial statements, the statutory accounts, the related Statutory Auditors' reports and the management report, the Board of Directors' report on corporate governance, the Statutory Auditors' special report on related-party agreements and commitments, and the presentation of the share purchase programme. About Alstom Alstom commits to contribute to a low carbon future by developing and promoting innovative and sustainable transportation solutions that people enjoy riding. From high-speed trains, metros, monorails, trams, to turnkey systems, services, infrastructure, signalling and digital mobility, Alstom offers its diverse customers the broadest portfolio in the industry. With its presence in 63 countries and a talent base of over 86,000 people from 184 nationalities, the company focuses its design, innovation, and project management skills to where mobility solutions are needed most. Listed in France, Alstom generated sales of €18.5 billion for the fiscal year ending on 31 March 2025. For more information, please visit Contacts Press:Philippe MOLITOR - Tel.: +33 (0)7 76 00 97 79 ANTOINE - Tel.: +33 (0)6 11 47 28 Relations :Martin VAUJOUR – Tel.: +33 (0) 6 88 40 17 MATURELL ANDINO – Tel.: +33 (0) 6 71 37 47 56 Attachment 20250528_PR_URD_available_ENError while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Business Wire
4 days ago
- Business
- Business Wire
Mercialys Successfully Places a Euro 300 Million Bond Issue With a 7 Year Maturity
PARIS--(BUSINESS WIRE)--Regulatory News: Mercialys (Paris:MERY), the leading REIT for accessible retail in France, has today successfully placed a new bond issue for a nominal total of Euro 300 million, with a 7-year maturity and 4.0% coupon. The issue was 5 times oversubscribed, reflecting investors' confidence in the Company's credit profile. This issue will contribute to Mercialys' general requirements and to refinance the Euro 300 million bond issue maturing in February 2026. This operation will contribute to extending the average maturity of Mercialys' drawn debt, which stood at 3.8 years at end-2024, and to further strengthening its liquidity. Mercialys is rated BBB with a stable outlook by Standard & Poor's. Crédit Agricole CIB and Natixis were the global coordinators and bookrunners for this operation, while BNP Paribas, CIC, La Banque Postale and Société Générale were bookrunners. Not for distribution in the United States, Australia, Canada or Japan. This press release does not constitute an offer of securities in the United States or in any other country. The bonds cannot be offered or sold in the United States of America unless they are registered or exempt from registration under the U.S. Securities Act of 1933 (amended). Mercialys does not intend to register all or part of the offering in the United States or to conduct a public offering in the United States. This press release is available on A presentation of these results is also available online, in the following section: Investors / News and press releases / Financial press releases About Mercialys Mercialys is one of France's leading real estate companies. It is specialized in the holding, management and transformation of retail spaces, anticipating consumer trends, on its own behalf and for third parties. At December 31, 2024, Mercialys had a real estate portfolio valued at Euro 2.8 billion (including transfer taxes). Its portfolio of 1,927 leases represents an annualized rental base of Euro 169.2 million. Mercialys has been listed on the stock market since October 12, 2005 (ticker: MERY) and has 'SIIC' real estate investment trust (REIT) tax status. Part of the SBF 120 and Euronext Paris Compartment A, it had 93,886,501 shares outstanding at December 31, 2024. This press release contains certain forward-looking statements regarding future events, trends, projects or targets. These forward-looking statements are subject to identified and unidentified risks and uncertainties that could cause actual results to differ materially from the results anticipated in the forward-looking statements. Please refer to Mercialys' Universal Registration Document available at for the year ended December 31, 2024 for more details regarding certain factors, risks and uncertainties that could affect Mercialys' business. Mercialys makes no undertaking in any form to publish updates or adjustments to these forward-looking statements, nor to report new information, new future events or any other circumstances that might cause these statements to be revised.
Yahoo
5 days ago
- Business
- Yahoo
Vallourec Announces Share Repurchase Program
Press release VALLOUREC ANNOUNCES SHARE REPURCHASE PROGRAM Meudon (France), May 27, 2025 – Vallourec, a world leader in premium seamless tubular solutions, announces its intention to repurchase shares. Vallourec intends to execute a buyback in the amount of approximately 1.2 million shares which will be carried out by June 20th. The repurchased shares will be allocated to the service of employees' long term incentive plans. This buyback reflects the desire of Vallourec to manage future equity dilution and will be carried out in accordance with the buyback program approved by the General Shareholders' Meeting of May 22, 2025 (ninth resolution), which is described in section 5.2.4.2 of the 2024 Universal Registration Document. About Vallourec Vallourec is a world leader in premium seamless tubular solutions for the energy markets and for demanding industrial applications such as oil & gas wells in harsh environments, new generation power plants, challenging architectural projects, and high-performance mechanical equipment. Vallourec's pioneering spirit and cutting edge R&D open new technological frontiers. With close to 13,000 dedicated and passionate employees in more than 20 countries, Vallourec works hand-in-hand with its customers to offer more than just tubes: Vallourec delivers innovative, safe, competitive and smart tubular solutions, to make every project possible. Listed on Euronext in Paris (ISIN code: FR0013506730, Ticker VK), Vallourec is part of the CAC Mid 60, SBF 120 and Next 150 indices and is eligible for Deferred Settlement Service. In the United States, Vallourec has established a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN code: US92023R4074, Ticker: VLOWY). Parity between ADR and a Vallourec ordinary share has been set at 5:1. For further information, please contact: Investor relations:Connor LynaghTel: +1 (713) Individual shareholders: Toll Free number (From France): 0 805 65 10 10 actionnaires@ Press relations: TaddeoRomain GrièreTel: +33 (0)7 86 53 17 Nicolas Escoulan Tel: +33 (0)6 42 19 14 74 Attachment Vallourec_Press Release_Share Repurchase Program
Business Wire
22-05-2025
- Business
- Business Wire
FDJ UNITED: 2025 Remuneration Policy for Corporate Directors, as Adopted by the Combined General Meeting of 22 May 2025
BOULOGNE, France--(BUSINESS WIRE)--Regulatory News: FDJ UNITED (Paris:FDJ): In accordance with the provisions of Article L. 22-10-8 of the French Commercial Code, the General Meeting of Shareholders of 22 May 2025 approved, with a majority of 93,66%, the remuneration policy for corporate directors for the 2025 financial year. This policy applies to the two executive corporate directors (the Chairwoman and CEO and the Deputy Chief Executive Officer) as well as the directors. The remuneration policy for corporate directors meets the following requirements: Remuneration that respects the corporate interest of the company and that of its stakeholders, particularly its shareholders, in line with its strategy of creating value and its sustainability. For executive corporate directors ('ECD'), this translates into: variable remuneration that aligns with the interests of shareholders over time, with a significant portion (38% of total remuneration with 100% achievement of targets) of the remuneration of the ECDs consisting of the allocation of performance shares whose vesting is subject to performance and presence conditions; in line with the company's general remuneration policy, a policy that best approximates relevant comparables with a view to motivating and retaining employees (by gradually closing the gaps in total remuneration due to FDJ's history); the consideration of stakeholders in sustainable development, with at least one CSR and Responsible Gaming (RG) criterion for determining the annual variable remuneration. Compliance with the principles of completeness, balance, comparability, consistency, intelligibility and measurement recommended by the Afep-Medef Code. Remuneration that takes into account the remuneration and employment conditions of employees. An assessment of the performance of annual and long-term variable remuneration, carried out annually on the basis of studies carried out by a firm specialising in remuneration and at the initiative of the Governance, Appointments and Remuneration Committee ('GARC'). On 13 February 2025, the Board of Directors approved the principles of the remuneration policy for executive corporate directors, as described in more detail in subsection 2.2.1 of the Universal Registration Document for the 2024 financial year. 2025 remuneration policy for executive corporate directors Annual fixed remuneration In accordance with the decision of the Board of Directors of 22 February 2024, approved by the General Meeting of 25 April 2024, the annual fixed remuneration of the two ECDs was increased to €384,000 for the Chairwoman and CEO and €297,600 for the Deputy Chief Executive Officer. The annual fixed remuneration of the two ECDs will remain unchanged until the end of their term of office. This decision complies with the recommendations of the Afep-Medef Code, which stipulate that fixed remuneration should only be reviewed at 'relatively long intervals' (Article 25.3.1 of the Afep-Medef Code). The annual fixed remuneration of the ECDs is determined on the basis of: the level and complexity of the responsibilities entrusted to the executive corporate directors, taking into account in particular the economic and social dimension of the company (capitalisation, revenue, workforce); their experience and their expected contribution to the enactment of the company's business strategy and the achievement of its growth targets; and market analyses for comparable positions with respect to the data taken from SBF 80, which constitutes a useful reference source in light of the economic aspects of the company. A study is conducted each year with data provided by an independent global firm that specialises in setting components of executive corporate director remuneration: fixed, annual variable, long-term variable and other benefits. Annual variable remuneration Annual variable remuneration is subject to the achievement of five performance criteria set by the Board of Directors on the proposal of the GARC. These five criteria are based on one or more indicators each, both financial and non-financial, quantitative and qualitative. It is proposed for 2025 that the target amount (i.e. with targets achieved) of the annual variable remuneration of the ECDs corresponds to 100% of their fixed remuneration. The maximum amount (i.e. in the event of outperformance) of the annual variable remuneration of the ECDs will correspond to 130% of their fixed remuneration. In general, the Board proposed returning to a weighting of 60% of the financial criteria with a balance between growth and performance. The weighting given to non-financial criteria is 40%, including 30% for the CSR/Responsible Gaming criterion. The overall achievement percentage of the STI may only exceed 100% provided that the CSR/RG criterion is met for at least 20 points out of the 30 potential points. Financial criteria The financial criteria aim to reflect the Company's targets in respect of growth (revenue), and operational and financial performance (recurring EBITDA margin, recurring EBITDA-to-cash conversion rate). Regarding the EBITDA criterion, the Board decided to: simplify the criterion by removing the double condition on the margin rate (which is the combination of the existing criteria on revenue and the amount of EBITDA) and thus rename the criterion ' Group recurring EBITDA volume ' return to a weighting of 30%, making it possible to integrate the challenges related to the performance of Kindred, the managerial performance criterion being non-financial Regarding the Development and Cash criteria, the Board decided to: make no changes to the indicators and weightings compared to the 2024 STI. Non-financial criteria Regarding the 'CSR and RG' criterion, the Board decided to: replace the 'GGR share of Playscan R6 Online Lottery players' indicator with an indicator relating to the ' Volume of players subject to a moderation measure '. It was necessary to select an indicator not impacted by the separation of player accounts carried out as part of the separation of FDJ's competing and monopoly activities. This indicator is linked to the strategy to enhance player protection by 2030. alter the scope of the indicator relating to the 'campaign for collecting carbon data attributable to FDJ from its 100 main suppliers for the calculation of the annual carbon balance' in order to include Kindred and also to rename it ' Rate of carbon data recovery from Group strategic suppliers ' 1; alter the scope of the indicator of 'Representation of women within Group Management Executive (GEM)' and rename it 'Percentage of women in the Group Leadership Team (GLT)' to take into account changes in the composition of this body. maintain the same weightings for each of the above indicators. Regarding the managerial performance criterion, the Board decided to: replace the indicators relating to the Aleda, L'Addition, PLI and Zeturf acquisitions with two indicators relating to the 2025 strategic migrations: 1. Migration to OBGF and merger of player databases. This mainly involves the transfer to the subsidiary FDJ Online Betting and Gaming France (i) of the 'Parions Sport en Ligne' (PSEL) and Poker activities currently carried out by La Française des Jeux and subject to competition law rules and (ii) the transfer of online sports betting and horse betting activities, on the French market, currently carried out by the subsidiary Zeturf France. These transfers must be effective no later than 1 July 2025. 2. Migration to KSP of PSEL and Unibet France. This mainly involves the migration of the sports betting platforms used by Unibet France and PSEL to the new sports betting platform developed by Kindred (KSP) by the end of Q1 2026 at the latest. change the weighting of this criterion by reducing the nominal weighting to 10% in favour of the EBITDA criterion in order to take into account the financial challenges linked to the integration of Kindred. The weighting given to non-financial criteria (40%, including 30% for the CSR & RG criterion) and the condition that the overall outperformance of the STI is conditional on the achievement of a minimum rate of 20 points out of 30 of the CSR/RG criterion reflect the company's commitment, as well as compliance with market recommendations (principles recommended by the Afep-Medef Code). Long-term variable remuneration ('LTI 5: 2025-2027') The company has implemented long-term variable remuneration for the ECDs and a significant number of executives and managers of the company by awarding performance shares. A description of the current LTI is provided in section 2.2.4 'share subscription and purchase options and performance share awards' of the Universal Registration Document (URD). This long-term variable remuneration is Intended to incentivise the ECDs to achieve the company's long-term performance in order to create value while remaining consistent with the interests of stakeholders, particularly shareholders. The General Meeting of May 22, 2025 authorised the Board of Directors to set up performance share plans, including for the ECDs (LTI 2025), the characteristics of which are as detailed below. The total performance shares awarded are capped at 0.6% of the company's share capital over 38 months, for all recipients combined. The total number of shares that could be allocated to the ECDs will not exceed 15% of this budget, i.e. 0.09% of the share capital, as indicated in the 2023 URD. The award of these performance shares to the ECDs will take place after the General Meeting of 22 May 2025. These shares will be subject to a three-year vesting period, subject to performance conditions. As part of this grant, the ECDs must comply with: (i) a commitment to retain 20% of the shares acquired annually for the duration of their term of office; (ii) a commitment not to use hedging transactions during the term of office. In accordance with the approval, by a majority of 93,66%, of the 10th resolution presented to the General Meeting of 22 May 2025, the ECDs will be able to benefit from the 2025 LTI (2025-2027) action plan that will be put in place by the Board of Directors. Performance criteria The award of these performance shares in 2025 will be based on the criteria presented below, adopted by the Board of Directors on 5 March 2025, for the ECDs. Regarding the financial criterion, the Board decided not to make any changes to the cumulative Group recurring EBITDA indicator, applicable to the ECDs. For information, it was noted that the Board decided to supplement the Group financial indicators with business unit (BU) financial indicators for the employees concerned: criterion common to all employees participating in the LTI: three-year cumulative recurring EBITDA; additional criterion for employees in the BUs: recurring EBITDA of the BU over three years. Regarding the shareholder return criterion, the Board decided: regarding the TSR indicator relating to the reference companies: to introduce Draftkings et Évolution to the panel of comparables and to remove Neogames from it, as the restructurings that Neogames has undergone mean this company can no longer be considered comparable. The panel of comparable companies selected is likely to change in line with the sector's reorganisations and M&A transactions. In the event of a change in the panel resulting in a decrease in the number of companies comparable to 7 or less, the achievement rate scale below will be reviewed as follows: – if the number of comparable companies falls below or is equal to 7, the maximum percentage of achievement of the target will be capped at 125%, each of the following thresholds decreasing by one notch, - if the number of comparable companies falls below or is equal to 5, the achievement rate scale will be completely reviewed by the Board of Directors during the vesting period. These changes may occur from one LTI to another or during the vesting period of a given LTI; not to make any changes to the SBF 120 cumulative EPS and TSR indicators. Regarding the TSR indicator relating to the SBF 120 adjusted for the financials, real estate and energy sectors, it should be noted that the components of the SBF 120, and consequently the adjusted components, vary each year due to ensures and exits. Regarding the strategic criterion, the Board decided to maintain the indicator relating to the growth rate for revenue from the Group's online gambling activity, as well as its weighting. Regarding the CSR/RG criterion, the Board of Directors decided to replace: the 'generalist ratings mix' indicator with an indicator relating to the 'Proportion of high-risk players who received outbound calls and whose gambling expenditure decreased following the call (within the 3 months after the call)'. This is to reflect the importance of the responsible gaming policy in the Group's strategy and activity; the indicator relating to the 'reduction of scope 1 and 2 carbon emissions over an extended scope including Aleda, L'Addition, PLI and ZEturf' with an indicator relating to the 'Reduction in absolute value of Group carbon emissions compared to the 2022 baseline year (rebased in line with the new Group scope) – 2027 carbon assessment (scopes 1, 2 and 3) vs. rebased 2022 carbon assessment (excluding significant CAPEX impact)'. This is in order to comply with the Group's sustainability commitments and encourage management to implement the corresponding actions to reduce carbon emissions on a daily basis, thus enabling the Group to comply with the requirements of the CSRD and the 2030 transition plan; the 'reduction of the gap between the proportion of women managers and the proportion of women in the Group' indicator with an indicator relating to the 'Proportion of women in the organisation from the Executive Committee to the indirect report level' (approximately 400 people). For the 2025-2027 plan (LTI 5), in order to take into account the adjustments set out above, the performance criteria used by the Board of Directors are as follows: In accordance with what was indicated in the 2023 URD, the Board of Directors meeting of 22 February 2024 decided that the conditional and deferred component of the ECDs remuneration (LTI) could be reviewed with a view to a possible increase in proportion to fixed remuneration, in the event of the completion of a transformative international acquisition. This increase would then be applied to the deferred conditional remuneration covering the current financial year at the annual Ordinary General Meeting following the completion of said transaction and subsequent financial years, as well as to subsequent generations of this remuneration component. Consequently, on 5 March 2025, the Board of Directors decided, following the completion of the takeover bid for Kindred, the subsequent changes to the Group and regarding the comparables: to increase the target amount (i.e. with targets achieved) of the long-term variable remuneration of the ECDs to 125% of their fixed remuneration compared with 100% previously; and as a result, to increase the maximum amount (i.e. in the event of outperformance) of the long-term variable remuneration of the ECDs to 145% of their long-term variable remuneration with targets achieved, i.e. 181.25% of their fixed remuneration. In the event of a significant change in the Group's scope of consolidation, a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the performance conditions at the time of the award, the company's board of directors reserves the right to adjust the assessment of the achievement of the performance conditions adopted at the time of the award to take account of these events and neutralise the impact on the defined performance targets. Lock-up obligation until end of term In accordance with the provisions of the French Commercial Code, the ECDs will be required to retain a number of performance shares set by the Board of Directors at the time of the grant decision until the end of their term. This number of shares to be held corresponds to 20% of the shares included in the 2025 award. Condition of presence The performance shares will be definitively vested to the beneficiaries, provided that they are executive corporate directors (or employees) of a Group company, from the award date until 31 December 2027, unless otherwise provided for in the plan rules (particularly in the event of death, disability or retirement). In accordance with the provisions of the Afep-Medef Code, the Board of Directors may decide, where appropriate, to waive the pro rata presence condition for the two ECDs (except in the case of dismissal for misconduct or serious cause) provided that this decision is made public and justified. The performance shares retained in this way will still be subject to the applicable plan rules, particularly in terms of the schedule and performance conditions. The possibility of retaining their rights to performance shares if they leave before the end of the period set for evaluating the performance criteria helps incentivise the ECDs to think of the long term when taking action. Other multi-year remuneration mechanisms In 2025, the ECDs are not receiving any other long-term or multi-year remuneration mechanisms. Other benefits and remuneration components Benefits in kind: the two ECDs receive a company car and a fixed number of hours of specialised legal advice. The two ECDs receive the same life and health insurance as all FDJ employees. Neither of the ECDs receives any remuneration for directorships in the company or in Group companies. Remuneration components, indemnities or benefits owed to the ECDs for leaving office – pension commitments In 2025, the ECDs did not receive any commitment for remuneration or indemnities that would have been owed for leaving office, regardless of the reason why, nor any supplemental pension commitments. In accordance with the recommendations of the Afep-Medef code, if the ECDs leave office, the amount of annual variable remuneration for the current financial year may be prorated based on the time they were present during the financial year in question, and also depending on the performance level observed and assessed by the Board of Directors for each of the criteria initially selected. It is specified that no variable remuneration will be paid for an ECD removed for negligence or misconduct. The conditions for dismissal of corporate directors are those defined by law and the articles of association. In the case of retirement, the rules of the bonus performance share plan (LTI) apply to the ECDs. Amounts of the components of ECD remuneration (fixed, variable, exceptional and benefits of all types) for 2025. Charles Lantieri Amount Fixed remuneration €297,600 Annual variable remuneration Target amount with targets achieved: €297,600 Maximum amount in the event of outperformance: €386,880 Long-term variable remuneration Target amount with targets achieved: €372,000 Maximum amount in the event of outperformance: €539,400 Benefits in kind Company car: estimated at €1,815 Budget of hours of legal advice specialising in legal and tax matters, the amount of which cannot be estimated beforehand. Employee benefits The contributions are based on the remuneration subject to social security contributions that Mr Charles Lantieri receives in respect of his office. Expand Exercise by the Board of a discretionary power within the framework of the remuneration policy As part of the remuneration policy as described in this subsection 2.2.1 of the Universal Registration Document, the Board may, on the recommendation of the GARC, exercise its discretion in two cases: 1/ in the event of the arrival of a new ECD during the year, the assessment of their performance will be carried out by the Board on a discretionary basis on the proposal of the GARC and, in this case, the new manager will receive, as variable remuneration, the prorata temporis amount of the variable portion on which the shareholders have voted in favour; 2/ in the event of the occurrence of a major event that requires the Board to amend, upwards or downwards, one or more of the criteria making up the variable remuneration of the ECDs to ensure greater consistency between the performance of the manager and that of the company, in accordance with the principles of the remuneration policy. These adjustments could relate to the quantitative criteria depending on the circumstances. For example: (i) in the event of a transaction that significantly changes the Group's scope, the quantitative criteria could be adapted to take into account the new scope. The qualitative criteria could also be adapted if they prove to be obsolete; (ii) with respect to annual variable remuneration: in the event of a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the performance conditions; (iii) concerning long-term variable remuneration and in accordance with the plan rules: in the event of a significant change in the Group's scope of consolidation, a change in accounting standards or any other significant change that would have a structural and significant impact on the parameters used to define the Performance Conditions at the time of the Award of shares or affecting the relevance of a performance measurement criterion relative to the initial targets considered, the Company's Board of Directors reserves the right to adjust the assessment of the achievement of the Performance Conditions adopted at the time of the Award to take account of these events and neutralise the impact on the defined performance targets. The adjustments decided by the Board, on the proposal of the GARC, will be made within the respective ceilings for annual variable remuneration and long-term variable remuneration. These ceilings are defined as part of the variable remuneration components allocated to the ECDs under the remuneration policy. Furthermore, within the framework of its discretionary power and in accordance with the Afep-Medef Code, the Board may, in very specific circumstances, award exceptional remuneration to the ECDs (for example, when these circumstances have, or are likely to have, significant effects for the Company, when they require particularly significant involvement on the part of the ECDs and present significant difficulties). The award of exceptional remuneration: must then be justified and the event justifying it precisely explained. The amount of the exceptional remuneration of the ECDs may not, where applicable, exceed 100% of their annual fixed remuneration. In any event, if the Board were to make use of its discretionary power, it would have to justify this to the shareholders, who would have to decide on the exercise of this discretionary power by means of an 'ex post' vote. The payment of the annual variable component, the long-term variable component and the exceptional components of remuneration remains subject to a positive vote by the General Meeting. In addition, the GARC must learn from any adjustments that may have had to be made during the implementation of the remuneration policy for the following financial year. Derogation from the remuneration policy – Exceptional circumstances Furthermore, in accordance with the provisions of article L. 22-10-8 III of the French Commercial Code, no remuneration component of any sort whatsoever can be determined, awarded, or paid by the Company, to the ECDs or any other corporate directors, nor any commitment corresponding to remuneration components, indemnities, or benefits owed or likely to be owed due to their entering, leaving, or changing office or subsequent to their holding that office, may be made by the Company if it does not comply with the remuneration policy described in the present Document and as approved by the shareholders. However, in accordance with the aforementioned article, the Board of Directors may override the remuneration policy in the event of exceptional circumstances, provided that such an exception is temporary, in accordance with the Company's general interest and as needed to ensure its sustainability or viability; these three conditions set out in article L. 22-10-8 III of the French Commercial Code being cumulative. The exceptional circumstances that may lead the Board of Directors to override the application of the components of the remuneration policy may consist of any major event affecting the markets in general and/or the Group's sector of activity (events external to the Company, with significant consequences unforeseeable at the date of determination of the remuneration policy), unforeseen changes in the regulatory environment and the unforeseen continuation of effects resulting from the Covid-19 pandemic. Such an exception must be decided by the Board of Directors, on the recommendation of the GARC, it being specified that this exception must, in any event, be justified by the Board and comply with the three conditions set out in Article L. 22-10-8 III of the French Commercial Code. In such circumstances, the Board of Directors may adjust, both upwards and downwards, one or more parameters attached to the financial and non-financial criteria of annual variable remuneration. The adjustments decided by the Board, on the proposal of the GARC, will be made within the ceiling for annual variable remuneration as defined in the remuneration policy applicable to the ECDs. 2025 remuneration policy for directors The remuneration policy for directors is established in accordance with the principles and procedure described in 2.2.1.3 of the Universal Registration Document. On 13 February 2025, the Board of Directors decided to propose to the General Meeting of 22 May 2025 that the maximum annual remuneration budget for directors be increased from €700,000 to €770,000 in order to take into account changes in the Group and the increase in directors' workload. The rules for allocating this budget are based on the following principles: a designing a fixed portion based on the minimum work required by the position. In accordance with Article 3.7 of the Board's Rules of Procedure, this fixed portion 'must represent a maximum of 40% of the total amount of the Board's remuneration package'; b keeping the variable portion larger than the fixed portion. In accordance with Article 3.7 of the Board's Rules of Procedure, this variable component 'must represent at least 60% of the total amount of the Board's remuneration package'; c Taking into account the additional workload associated with chairing a committee, both for fixed and variable remuneration. Expand If the maximum annual budget is exceeded, a capping and abatement will be proposed, applied as a priority to the fixed remuneration of the members of the Board so as not to exceed the ceiling of the budget defined by the Board. The directors representing employees and employee shareholders, as well as the Chairwoman and CEO, do not collect remuneration for their participation in meetings of the Board and of the committees. In addition, the Board of Directors may, where applicable, award one or more directors exceptional remuneration for a specific assignment pursuant to the provisions of Articles L. 225-46 and L. 22‑10-15 of the French Commercial Code and in accordance with Articles 15 para.3 of the Articles of Association and 3.7 b of the Rules of Procedure. The award of such remuneration, where applicable, will be subject to the related-party agreements procedure. The total amount of this exceptional remuneration will be capped at 10% of the annual remuneration budget for directors. The increase in the maximum remuneration budget for directors makes it possible to change the distribution of said budget as follows: Regarding the variable component awarded to directors, if several meetings of the Board of Directors are held on the same day, in particular on the day of the annual Ordinary General Meeting, attendance at these meetings shall count as only one attendance. In accordance with the provisions of Article 3.7 of the Board's Rules of Procedure: 'Directors shall be reimbursed, upon presentation of supporting documents, for travel and other expenses incurred by them in the interest of the Company'. It should be noted that the Board of Directors' meeting of 14 February 2024 formalised in the Rules of Procedure of the Board of Directors the practice of setting up ad hoc Committees to study and, where applicable, monitor draft strategic agreements, acquisitions, disposals and other major agreements falling within the remit of the Board of Directors. In this context, the members/Chairman of the ad hoc Committees are remunerated in the same way as the members/Chairman of the 'other committees'.
Yahoo
20-05-2025
- Business
- Yahoo
Societe Generale launches a new global employee share ownership programme
SOCIETE GENERALE LAUNCHES A NEW GLOBAL EMPLOYEE SHARE OWNERSHIP PROGRAMME Press release Paris, 20 May 2025 Societe Generale confirms the launch of a new global employee share ownership programme allowing eligible employees and retired former employees of the Group to subscribe for a capital increase reserved for them on preferential terms. The subscription period for the share offer will take place from 2 to 16 June (inclusive). The settlement-delivery of the shares should take place on 24 July 2025. The terms of this transaction are described in the information document provided below. This transaction implements the 27th resolution of the General Meeting held on 22 May 2024. The principle of this operation, approved by the Board of Directors on 5 February 2025, was made public in page 15 of the Board of Directors' report on the resolutions submitted to the General Meeting of 20 May 2025 and, before that, in the table of financial authorisations provided in section 3.1.7 of the Universal Registration Document dated 12 March 2025 which has been updated, on pages 58 to 59 of the Convening Brochure, relating to the General Meeting of 20 May 2025, which was published on 14 April 2025. Employee share ownership is a long-term collective commitment mechanism regularly implemented within Societe Generale to involve employees in the development of the company and to enable them to benefit from long-term value creation. The 2025 programme is the 32nd offered by the Group. Press contacts:Jean-Baptiste Froville_+33 1 58 98 68 00_ Fanny Rouby_+33 1 57 29 11 12_ 20 May 2025 INFORMATION DOCUMENT PROVIDED FOR EMPLOYEES AND RETIRED FORMER EMPLOYEESOF THE SOCIETE GENERALE GROUP PERTAINING TO A CAPITAL INCREASE IN CASH TARGETING A MAXIMUM OF 12,044,800 SHARES RESERVED FOR ELIGIBLE EMPLOYEES AND RETIRED FORMER EMPLOYEES PARTICIPATING IN SOCIETE GENERALE GROUP COMPANYOR GROUP SAVINGS PLANS 2025 GROUP EMPLOYEE SHARE OWNERSHIP PROGRAMME (2025 GESOP) This information document is available at Societe Generale's administrative office (17 cours Valmy - 92972 Paris-La Défense Cedex), on its website and its intranet site, and was covered by a press release dated 20 May document is prepared in accordance with the prospectus publication exemptions provided for in Article 1.4°(i) and Article 1.5°(h) of Prospectus Regulation (EU) No. 2017/1129. It constitutes the document required to meet the conditions for exemption from publication of a prospectus as defined by said Prospectus Regulation, directly applicable in the domestic law of each Member State of the European Union. MAIN CHARACTERISTICS OF THE CAPITAL INCREASE IN CASH RESERVED FOR ELIGIBLE EMPLOYEES AND RETIRED FORMER EMPLOYEES PARTICIPATING IN SOCIETE GENERALE GROUP COMPANY OR GROUP SAVINGS PLANS ISSUER Societe Generale, French public limited company (société anonyme),Share capital: EUR 1,000,395,971.25Registered office: 29, boulevard Haussmann - 75009 PARISParis Trade and Companies Register No. 552 120 222 Euronext Paris - Compartment AOrdinary share ISIN code: FR0000130809Share admitted to Deferred Settlement Service Securities offered The maximum overall nominal amount of the capital increase is set at EUR 15,056,000, corresponding to the issue of 12,044,800 shares available for subscription in capital increase is sub-divided into two (2) tranches using separate investment vehicles, respectively accessible to separate entities or groups of Societe Generale shares to be issued will be of the same class and will be equivalent to Societe Generale shares already admitted to trading on Euronext Paris (Compartment A). Reasons for the offer The 2025 Group Employee Share Ownership Programme falls within the scope of the Societe Generale Group employee share ownership policy, both in France and internationally, allowing beneficiaries to become involved in the Group's operations by participating, through this investment, in the development of Societe Generale, by expressing their voting rights and participating in the General Meeting. Terms of subscription The shares will be available for subscription through employee mutual fund ('FCPE') in France and directly via the acquisition of registered shares outside for determining the subscription priceThe subscription price of EUR 35.76 is equal to the arithmetic average of the 20 (twenty) volume-weighted average prices recorded each day on the Euronext Paris regulated stock market at the end of each of the 20 (twenty) trading sessions preceding the morning of 19 May 2025 (date of the decision of the Chief Executive Officer, setting the subscription period and the subscription price and acting on the sub-delegation of the Board of Directors at its meeting of 5 February 2025 using the authorization granted to the Board by the twenty-seven resolution of the Combined General Meeting of 22 May 2024), with the application of a 20% discount. Duration of subscription periodThe subscription period will begin on Monday 2nd June 2025 at 10:00 a.m. (Paris time) and will end on Monday 16th June 2025 at 11:59 p.m. (Paris time). Terms of subscription for sharesThe first (1st) tranche is subscribed through the Employee Mutual Funds under Company or Group Savings Plans. The second (2nd) tranche is directly subscribed by employees under the International Group Savings of the offerThis offer is reserved for employees with seniority of at least three (3) months, holding an employment contract in effect at the end of the subscription period, broken down as follows: for the 1st tranche, the beneficiaries of the Societe Generale Company Savings Plan and the Group Savings Plan; for the 2nd tranche, the beneficiaries of the International Group Savings Plan. As regards the first tranche, former employees having left their company after retiring, with this category including pre-retirees, and having retained assets in the Company or Group Savings Plans, may also take part in this reserved capital increase. Subscription limitIn accordance with Article L. 3332-10 of the French Labour Code, the total amount of payments made by Beneficiaries (including payments into other Savings Plans) may not exceed 25% of their gross annual remuneration received during the year of subscription or, for Beneficiaries whose employment contract is suspended and who received no remuneration for the year of subscription, 25% of the annual limit provided for in Article L. 241-3 of the French Social Security Code. At its meeting of 5 February 2025, the Board of Directors decided that the total amount of a given Beneficiary's individual subscription (which may consist of a voluntary payment, including the transfer of available assets, as well as the net amounts of profit-sharing and employer matching contribution (not applicable to retirees)) may not exceed EUR 20, matching contribution Employer matching contribution rules are specific to each Company or Group Savings Plan and each participating entity. Transaction timetable Subscription will be open from Monday 2nd June 2025 at 10:00 a.m. (Paris time) to Monday 16th June 2025 at 11:59 p.m. (Paris time). The capital increase is scheduled for 24 July 2025. Listing of new shares Listing marketSociete Generale shares are listed on Euronext Paris (deferred settlement service, continuous trading group A, ISIN code FR0000130809). Listing of new sharesThe listing of the new shares on Euronext Paris will be requested immediately after the completion of the capital increase (the listing should be effective on or around 29 July 2025). General information on new shares subject to a request for admission to trading Rights attached to shares issuedAs soon as they are created, the new shares will be subject to all the provisions of the Issuer's Articles of Association and will bear dividends rights as of 1 January 2025. As a result, they will be fully assimilated with the existing shares and will entitle the shareholders of a public limited company to the associated legal prerogatives. In particular, they will entitle shareholders to ownership of the company's assets and the liquidation surplus, in a proportion equal to the percentage of share capital they represent. Similarly, the dividend is distributed to shareholders in proportion to their shareholding. A double voting right, in proportion to the capital represented, is allocated to all fully paid-up shares registered in the name of the same shareholder, for at least two years, as well as to new registered shares granted free of charge to a shareholder, in the event of a capital increase through the incorporation of reserves, profits or issue premiums, in respect of shares entitled accordance with Article L. 214-165 II, paragraph 3, of the French Monetary and Financial Code, the voting rights attached to Societe Generale shares subscribed via the FCPE will be exclusively exercised individually by the unitholders of said FCPE and, for fractional units, by the supervisory board of said the event of a public purchase or exchange offer, the supervisory board of the FCPE decide, based on the relative majority of the votes cast, whether or not to tender Societe Generale shares to the offer. If there is no relative majority, the decision is put to the vote of the unitholders, who decide based on the relative majority of the votes of sharesNo clauses in the Articles of Association limit the free marketability of the shares comprising Societe Generale's the rules below governing the unavailability of shares under a Company or Group Savings Plan will limit the marketability of said shares. Unavailability Shares held directly by the Beneficiaries and units of the employee mutual fund, as applicable, will be unavailable for a period of 5 years, barring cases of early release subject to the conditions applicable to the Company or Group Savings Plan in question. As regards the 2nd tranche, in some countries, depending on local legislation, some cases of early release will not be open to employees. Specific disclaimer for international subscriptions This document constitutes neither an offer to sell nor a solicitation to subscribe for Societe Generale shares. The Societe Generale share offer reserved for eligible current employees and retired former employees participating in Societe Generale Group Company or Group Savings Plans will only be implemented in countries where such an offer has been registered with the relevant local authorities and/or with the approval of a prospectus by the competent local authorities, or in consideration of an exemption from the obligation to establish a prospectus or register the offer. More generally, the offer will only be made in countries where all required registration procedures and/or notifications have been made and the proper authorisations obtained, except for the exemptions mentioned above. This document is not intended for countries in which such a prospectus would not have been approved or such an exemption would not be available, or in which all required registration and/or notification procedures have not yet been made or the proper authorisations obtained, and copies of this document should not be sent in such respect to the United States of America in particular, the shares referred to in this document have not been and will not be registered under the U.S. Securities Act of 1933 (the 'Securities Act') and may not be offered or sold in the United States without registration or exemption from registration in accordance with the Securities Act. Societe Generale does not intend to register the offer, in part or in whole, in the United States, or to make public share offers in the United States. The shares will be offered only for transactions benefiting from an exemption from to the sanctions imposed by the European Union, this offer is not open to citizens or residents of Russia who do not have a residence permit in or are not nationals of a European Union country, of a country member of the European Economic Area or of Switzerland, or to citizens or residents or Belarus who do not have a residence permit in or are not nationals of a European Union country. Employee contact Beneficiaries may address any questions relating to this offer to the contact indicated in the subscription application provided to them. Societe GeneraleSociete Generale is a top tier European Bank with around 119,000 employees serving more than 26 million clients in 62 countries across the world. We have been supporting the development of our economies for 160 years, providing our corporate, institutional, and individual clients with a wide array of value-added advisory and financial solutions. Our long-lasting and trusted relationships with the clients, our cutting-edge expertise, our unique innovation, our ESG capabilities and leading franchises are part of our DNA and serve our most essential objective - to deliver sustainable value creation for all our Group runs three complementary sets of businesses, embedding ESG offerings for all its clients: French Retail, Private Banking and Insurance, with leading retail bank SG and insurance franchise, premium private banking services, and the leading digital bank BoursoBank. Global Banking and Investor Solutions, a top tier wholesale bank offering tailored-made solutions with distinctive global leadership in equity derivatives, structured finance and ESG. Mobility, International Retail Banking and Financial Services, comprising well-established universal banks (in Czech Republic, Romania and several African countries), Ayvens (the new ALD I LeasePlan brand), a global player in sustainable mobility, as well as specialized financing activities. Committed to building together with its clients a better and sustainable future, Societe Generale aims to be a leading partner in the environmental transition and sustainability overall. The Group is included in the principal socially responsible investment indices: DJSI (Europe), FTSE4Good (Global and Europe), Bloomberg Gender-Equality Index, Refinitiv Diversity and Inclusion Index, Euronext Vigeo (Europe and Eurozone), STOXX Global ESG Leaders indexes, and the MSCI Low Carbon Leaders Index (World and Europe). In case of doubt regarding the authenticity of this press release, please go to the end of the Group News page on website where official Press Releases sent by Societe Generale can be certified using blockchain technology. A link will allow you to check the document's legitimacy directly on the web page. For more information, you can follow us on Twitter/X @societegenerale or visit our website Attachment Societe-Generale-Information-Document-GESOP-2025Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
