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Rothschild & Co | Annual Report 2017
D. EQUITY SCHEME OF 13 DECEMBER 2017
Following on from the 2013 Equity Scheme and 2015 Equity Scheme, on 13 December 2017, R&Co launched a third incentive scheme (the “2017 Equity
Scheme”), for which participation was extended to certain employees of the private banking, trust services, private equity and private debt businesses with
partner status, representing a total of twenty participants.
In accordance with the aforementioned terms and conditions, 277,500 R&Co shares, representing 0.36% of share capital on the date of the 2017 Equity
Scheme, were invested in this way.
As with the 2013 Equity Scheme and 2015 Equity Scheme, for each R&Co share invested, four stock options could be awarded.
As a result, the Managing Partner granted a total of 1,110,000 stock options.
The options awarded within the framework of the 2017 Equity Scheme are classified into four separate categories, the 2017-1 Options, the 2017-2 Options,
the 2017-3 Options and the 2017-4 Options, acquired respectively on the third, fourth, fifth and sixth anniversaries of the 2017 Equity Scheme, and exercisable
on the vesting dates at a price of €31.56, €32.06, €33.06 and €34.06 per option, either by subscription or purchase of shares (the exercise option being
decided by the Managing Partner before the start of the exercise period).
For any beneficiary holding a corporate office in a Group entity at the date of the award, a performance condition must be satisfied before the options
can be exercised. This performance condition is determined based on the entity in which the beneficiary is a partner. For beneficiaries who are partners in
any entity other than Rothschild Martin Maurel at the date of the award, the exercise of the options is contingent upon the award of variable remuneration
in each of the financial years that elapsed between the exercise date (or the date of death where the beneficiary has died) and the financial year end
31 December 2016 or 31 March 2017 (depending on the year end of the R&Co entities).
E. SITUATION AS AT 31 DECEMBER 2017
The table below summarises the information relating to Equity Schemes in force as at 31 December 2017.
Date of
authorisa-
tion by the
General
Meeting
Date of
award
by the
Managing
Partner
Total
number of
subscrip-
tion or
purchase
options
awarded
Number
of
benefi-
ciaries
% of the
share
capital at
the date
of award
Perfor-
mance
conditions
Starting
point for
the exercise
of options
Expiry date Subscrip-
tion or
purchase
price (in
euros)
Total
number of
options
exercised
at 31
December
2017
Total
number of
options
cancelled
at 31
December
2017
Total
number of
options
outstand-
ing at 31
December
2017
2013
Options
2013-1
Options
26 Sept.
2013
11 Oct.
2013
780,000
57 1.10% None
30 Nov.
2016
11 Oct.
2023
17.50 162,500 20,000
597,500
2013-2
Options
26 Sept.
2013
11 Oct.
2013
780,000
57 1.10% None
11 Oct.
2017
11 Oct.
2023
18.00 112,500 20,000
647,500
2013-3
Options
26 Sept.
2013
11 Oct.
2013
780,000
57 1.10% None
11 Oct.
2018
11 Oct.
2023
19.00
– 20,000
760,000
2013-4
Options
26 Sept.
2013
11 Oct.
2013
780,000
57 1.10% None
11 Oct.
2019
11 Oct.
2023
20.00
– 20,000
760,000
2015
Options
2015-1
Options
26 Sept.
2013
9 Dec.
2015
115,000
10 0.16% None
11 Oct.
2018
9 Dec.
2025
23.62
–
–
115,000
2015-2
Options
26 Sept.
2013
9 Dec.
2015
115,000
10 0.16% None
11 Oct.
2019
9 Dec.
2025
24.12
–
–
115,000
2015-3
Options
26 Sept.
2013
9 Dec.
2015
115,000
10 0.16% None
11 Oct.
2020
9 Dec.
2025
25.12
–
–
115,000
2015-4
Options
26 Sept.
2013
9 Dec.
2015
115,000
10 0.16% None
11 Oct.
2021
9 Dec.
2025
26.12
–
–
115,000
2017
Options
2017-1
Options
29 Sept.
2016
13 Dec.
2017
277,500
20 0.36% Yes
11 Oct.
2020
13 Dec.
2027
31.56
–
–
277,500
2017-2
Options
29 Sept.
2016
13 Dec.
2017
277,500
20 0.36% Yes
11 Oct.
2021
13 Dec.
2027
32.06
–
–
277,500
2017-3
Options
29 Sept.
2016
13 Dec.
2017
277,500
20 0.36% Yes
11 Oct.
2022
13 Dec.
2027
33.06
–
–
277,500
2017-4
Options
29 Sept.
2016
13 Dec.
2017
277,500
20 0.36% Yes
11 Oct.
2023
13 Dec.
2027
34.06
–
–
277,500
TOTAL
–
–
4,690,000
–
6.5% –
–
–
– 275,000 80,000 4,335,000
As at 31 December 2017, 4,335,000 options were still outstanding and exercisable in accordance with the terms and conditions of the 2013, 2015
and 2017 schemes. The average value of the option used as a basis for the social security contribution of 30% paid by companies under French law
concerned by the 2013 scheme is €1.33. R&Co confirms that it has not omitted any material off-balance sheet commitments in accordance with
applicable accounting standards.
Notes to the Company financial statements