PEUGEOT INVEST (EPA:PEUG) - FFP - Termination of Mr. Alain Chagnon's role as Deputy Chief Executive Officer and conditions relating thereto

Transparency directive : regulatory news

16/03/2017 18:19

Neuilly-sur-Seine, 16 March 2017

Termination of Mr. Alain Chagnon's role as Deputy Chief Executive Officer and
                        conditions relating thereto

As announced in a press release dated 26 September 2016, Mr. Alain Chagnon
decided to end his role as Deputy Chief Executive Officer of the company from 9
March 2017.

Variable remuneration with respect to 2016
The maximum amount of Mr. Alain Chagnon's variable remuneration for 2016 was
set at EUR160,000 and its payment is subject to qualitative and quantitative
performance criteria.

1. Qualitative criteria: determined at the beginning of the year, applicable to
   60% of the maximum amount. These criteria relate in particular to the Deputy
   Chief Executive Officer's contribution to defining and implementing
   strategy, managing projects and teams, and preparing for his succession.

   At its meeting held on 9 March 2017, FFP's Board of Directors decided to
   allot to Mr. Alain Chagnon the full 60% portion of variable remuneration
   based on qualitative criteria.

2. Quantitative criteria: measured by investment returns, i.e. the change in
   NAV (excluding PSA) in 2016, applicable to 40% of the maximum amount,
   divided into two sub-criteria:
  a. 50% dependent on investment returns compared with the Eurostoxx 600
    (dividends reinvested). If investment returns are positive and higher than
     those of the Eurostoxx 600, this portion shall vest proportionally, with
     the maximum amount vesting if returns are over 6%.
  b. 50% dependent on absolute investment returns. If investment returns are
     positive, this portion shall vest proportionally, with the maximum amount
     vesting if returns are over 8%.

In 2016, investment returns were in excess of those set out in the criteria
described above, and accordingly, at its meeting held on 9 March 2017, FFP's
Board of Directors decided to allot to Mr. Alain Chagnon the full 40% portion
of variable remuneration based on quantitative criteria.

Remuneration with respect to 2017
With respect to his role as Deputy Chief Executive Officer between 1 January
and 9 March 2017, Mr. Alain Chagnon will receive the following items of
remuneration:
* annual fixed remuneration of EUR300,000 on a prorata temporis basis up to the
  end of his role as corporate officer;
* maximum annual variable remuneration of EUR160,000, unchanged compared to
  2015 and 2016, i.e. EUR30,000 on a prorata temporis basis on the date his
  role as corporate officer ended, subject to complying with the following
  quantitative and quantifiable criteria:
- qualitative criteria (60% of the variable portion) relating to the ease with
   which Bertrand Finet is integrated within FFP, both internally and with
   respect to external partners, and to the smooth handover of projects; and
- quantifiable criteria (40% of the variable portion) based on investment
   returns and identical to those applicable to 2016 as detailed above;
* granting of 2,582 bonus shares, subject to performance conditions set out in
  the appendix to this press release.

Mr. Alain Chagnon will not receive any compensation with respect to the
termination of his role, and will benefit from the supplementary
defined-contribution pension plan applicable within the company when he takes
his pension benefits.

In accordance with the regulations of bonus share plans, he will continue to
benefit from bonus share allotments decided in 2016 and 2017.

The employment contract under which Mr. Alain Chagnon worked before becoming a
corporate officer, and which had been suspended, has been reactivated, and Mr.
Alain Chagnon has been appointed as Advisor to Mr. Robert Peugeot, Chairman and
Chief Executive Officer of the company. For that role, and until his planned
retirement this summer, he will receive remuneration based on a gross annual
salary of EUR456,000, with no variable remuneration, depending on his working
hours.

About FFP:
FFP is an investment company listed on Euronext, majority-owned by
Etablissements Peugeot Frères and managed by Robert Peugeot. FFP is one of the
leading shareholders in Peugeot SA and pursues a policy of establishing
minority shareholdings and long-term investments. FFP holds stakes in listed
companies (Zodiac Aerospace, DKSH, SEB and ORPEA), non-listed companies (Sanef
and ONET) and private equity funds.

Investor relations:
Sébastien Coquard: +33 (0)1 84 13 87 20
sebastien.coquard@groupe-FFP.fr

www.groupe-FFP.fr

Press contact:
Samuel Rousseau: +33 (0)1 58 47 89 54
samuel.rousseau@havasww.com

                                   APPENDIX
                            BONUS SHARE ALLOTMENT
                           PERFORMANCE CONDITIONS

                          --------------------------

Shares will vest according to absolute- and relative-return criteria.

Absolute returns:
* a third of the shares allotted shall vest if NAV rises by more than 5% on
  average per year (CAGR over three years): if the increase in NAV is over 5%,
  beneficiaries of the bonus share plan will receive 100% of this portion.

Relative returns:
* a third of the shares allotted shall vest proportionally on a straight-line
  basis if NAV rises by at least the same percentage as the Eurostoxx 600 index
  over the same three-year period, up to 75bp per year (i.e. 225bp over three
  years) in excess of the index's return;
* in the event of outperformance, if the increase in NAV exceeds the increase
  in the benchmark index by more than 75bp per year and up to 150bp per year
  (i.e. 450bp over three years), the following third shall vest, also
  proportionally on a straight-line basis.

Relationship between absolute and relative returns
The two portions are independent from each other. Shares may vest even if NAV
falls provided that relative returns are higher than that of the benchmark
index, or vice-versa if the 5% annual absolute return threshold is exceeded but
relative returns are lower than that of the benchmark index.

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