Disclosure required under Article L.225-42-1 of the French Commercial Code concerning Pascal Leroy

At its meeting on 4 June 2014, after taking into consideration the recommendations of the Compensation Committee and verifying that the applicable performance conditions had been met, the Board of Directors of Sopra Group authorised a settlement (transaction), consistent with the Company’s interests, with Pascal Leroy following his removal as Chief Executive Officer and the termination of his employment contract. 

 

The settlement takes into account the Afep Medef corporate governance code recommending that severance pay for senior executives be limited to two years’ fixed and variable compensation.

 

Included in the terms of the settlement are:

 

• a final and comprehensive lump sup settlement payment (indemnité transactionnelle) in the gross amount of €252,147 to be made by the Company to Pascal Leroy, encompassing all claims, without this constituting acquiescence to his claims;
• an exemption to the requirement that Pascal Leroy still be with the Company in order to exercise the share subscription options granted to him by decision of the Board of Directors on 29 March 2011; the exemption applies to 2/3 of those options, i.e. 29,820 options, which if exercised would entitle Pascal Leroy to an allotment of 29,820 Sopra shares and 28,000 Axway shares; the other exercise conditions on the options remain unchanged.
   The settlement also provides for a non compete obligation valid until 31 December 2015, binding on Pascal Leroy in return for gross consideration of €244,340.

 

The Company agrees in the settlement to cover a maximum of €22,500 in miscellaneous costs related to the termination of Pascal Leroy’s employment contract. Pascal Leroy’s health insurance policy at the Company is allowed, in the settlement, to remain in place for a maximum of 12 months following his departure from the staff.

 

In the settlement the Company duly notes that Pascal Leroy is entitled to:

• payment of the compensation guaranteed to him within the terms of Article L.225-42-1 of the French Commercial Code by decision of the Board of Directors on 17 October 2012 in the event that his appointment as Chief Executive Officer and his contract of employment are terminated concurrently at the Company’s initiative. The Company has established that the related performance conditions have been met. The amount of this guaranteed compensation is €91,270;
• payment of contractual severance compensation (indemnité conventionnelle) in the amount of €162,803;
• payment of compensation in lieu of notice, effective from 15 May 2014, representing a gross total of €151,288, as well as the corresponding compensation in lieu of paid holiday.

Although the settlement does not formally fall under the scope of Article L.225-22-1 of the French Commercial Code, for good governance and transparency reasons it was submitted to the Board of Directors for general authorisation within the terms of Article L.225 42 1 and where applicable Article L.225 22 1 of the French Commercial Code.

 

The settlement will be presented to shareholders in a specific resolution at the 2015 Ordinary General Meeting which will vote on the 2014 year end financial statements.

 

This is a free translation into English of the original French disclosure. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text.