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5General information about the CompanyInformation about the Company’s capitalShare award plansIn early 2010, a share award plan was set up involving the allocationof 1,921,000 Sequana shares to 169 beneficiaries. The planaims at incentivising key Group executives and managerial-gradestaff, and giving them a stake in Sequana’s future earnings andvalue creation.In approving this plan, the Board of Directors’ meeting of9 February 2010 used the authorisation granted to it by theAnnual General Meeting of 11 May 2007.Regardless of the grantee, all shares granted under this plan aresubject to presence conditions and performance criteria related tothe Group’s three-year business plan for the activities concerned.Depending on the grantee’s position within the Group and thebusiness to which he or she is assigned, performance criteria arebased (i) equally on Sequana’s consolidated EBITDA and itsconsolidated net debt, or (ii) on Sequana’s consolidated EBITDA(30%), its consolidated net debt (30%), and EBITDA reported bythe beneficiary’s business (40%).The shares are awarded out of new shares issued by Sequanathrough the capitalisation of reserves, profit or issue premiums.Grantees acquire beneficial ownership of the shares and haveentitlement to any dividends paid by Sequana from the first dayof the period in which the shares are issued.If the performance conditions were met at 31 December 2011, aportion of the shares would vest on 30 April 2012 (first tranche).This portion would represent up to two thirds of the total numberof shares awarded. The remaining shares would vest on30 April 2013 (second tranche), provided that the performanceconditions were met at 31 December 2012.Provided that the specified performance conditions have beenmet, the shares will vest between 30 April 2012 and 30 April 2014inclusive, depending on the tax situation of the grantees. A twoyearlock-up period running from the vesting date may also applydepending on the grantees’ tax situation, during which the sharesare not transferable.The sale of the decor business to the Swedish Munskjö group in2011 significantly altered the Group’s structure. Consequently,pursuant to the terms of the share award plan, the Board ofDirectors’ meeting of 21 July 2011 decided to amend the performanceconditions as well as certain other conditions affected bythe sale.Moreover, the vesting process was accelerated for the portion ofshare awards to be granted to the remaining employees of theIndustrial Solutions division as the aforementioned sale makesit impossible to measure the contribution of these remainingemployees to the performance of the Group as a whole.As the consolidated net debt performance criterion had been metat 31 December 2011, each grantee (aside from those mentionedpreviously for whom the vesting process was accelerated) wasawarded two thirds of their total allocation under the plan, multipliedby the applicable weighting of the consolidated net debtcriterion (between 30% and 50%, depending on the entity).Consequently, on 30 April 2012, 473,742 Sequana shares eachwith a par value of €1.50 were awarded to 73 grantees, residentin France and employees of French entities. The amount correspondingto the increase in share capital was deducted fromthe restricted reserves account set up for this purpose. Shareswill be awarded to grantees residing outside France or workingfor entities outside France on 30 April 2014, provided theyare still employed by the Group on that date (aside from granteeswhose vesting entitlements have been maintained in spite ofthe fact that their entity/division is no longer part of the Group).At 31 December 2012, there were 77 grantees based outsideFrance, representing 32,733 shares each with a par value of€9 (127,437 shares with a par value of €1.50 before the adjustmentsdiscussed below).Following the capital increase (July 2012) and the reverse stocksplit (November 2012), the number of outstanding share awardswas adjusted to preserve grantee entitlements.Among the 31 December 2012 performance conditions applicableto the second tranche of free shares, only the EBITDA criterionfor Arjowiggins’ medical and hospital business was met.Subject to the continuing employment of the three grantees concernedon 30 April 2013, this led to the creation of 1,849 newshares on that date, each with a par value of €9 (7,200 shares witha par value of €1.50 before adjustments). The remaining shares aretherefore forfeited.No free share awards were set up in either 2011 or 2012 and theaforementioned plan is currently the only such plan operated bythe Group.194 | Sequana | 2012 Document de référence (English version)