Information on the financial terms relating to the termination of Mr. Eric
Boustouller's office as Chief Executive Officer and to the compensation of Mr.
Pierre Danon as Chief Executive Officer
Ordinary and extraordinary general meeting of Shareholders to be held on 27th
In a press release dated 31st August 2020, the Board of directors of Solocal
Group announced the departure of Mr. Eric Boustouller from his position as CEO
of Solocal Group, after termination of his office with effect from 4th October
2020. Mr. Pierre Danon, Chairman of the Board of Directors, will serve as CEO
from 5th October 2020.
Financial terms of the termination of Mr. Eric Boustouller's office as CEO
On 2nd October 2020, the Board of Directors of Solocal Group, on the
recommendation of the Compensation and Nominations Committee, has stated the
financial terms of the forced termination of Mr. Eric Boustouller's office as
CEO of Solocal Group.
Mr. Eric Boustouller shall receive the fixed portion of his compensation for
the 2020 financial year calculated pro rata temporis, i.e. for the period from
1st January 2020 to 4th October 2020, the date on which his duties as CEO end.
The variable compensation for the CEO is subject to the achievement of certain
objectives, in accordance with the CEO's compensation policy approved by the
general meeting of the shareholders dated July 24th 2020. The best estimate
available to date of the achievement of these objectives is above 65%.
It is proposed that Mr. Eric Boustouller receive a variable compensation for
the 2020 financial year, calculated pro rata temporis until the date of
termination of his duties (i.e. from 1st January 2020 until 4th October 2020),
in an amount equal to 65% of his annual fixed compensation, i.e. a gross amount
of EUR256,736. The payment of this variable compensation for the 2020 financial
year shall be subject to the prior approval of the general meeting of the
shareholders of Solocal Group.
Mr. Eric Boustouller holds performance shares under Solocal Group's "Long Term
Incentive" plan (initial allocation: 1,000,000 shares; 2018 allocation:
2,300,000 shares; 2019 allocation: 1,500,000 shares; no allocation in 2020).
The 1,000,000 shares granted to Mr. Eric Boustouller when he became CEO of
Solocal Group are not subject to performance conditions. The vesting and
holding periods for these shares were one year. As these periods have expired,
Mr. Eric Boustouller is already definitively owner of these shares. Mr. Eric
Boustouller was subject to an obligation to hold two thirds of these shares
until the end of his term of office, i.e. 4th October 2020.
The shares granted to Mr. Eric Boustouller in 2018 and 2019 are subject to a
condition of presence and certain performance conditions. As the performance
conditions have not been met for the 2018 and 2019 allocations, the
corresponding shares shall not be acquired by Mr. Eric Boustouller.
The Board of Directors has decided to exempt Mr. Eric Boustouller from
complying with his twelve-month non-competition undertaking. Consequently,
Solocal Group shall not be required to pay Mr. Eric Boustouller the
non-competition indemnity, which amounted to 6 months of his whole compensation
calculated on the basis of the monthly average of his total gross compensation
over the last 12 months.
Mr. Eric Boustouller is entitled to a severance indemnity equal to 18 months of
his gross fixed and variable annual compensation, provided that he has achieved
an average of at least 80% of his annual objectives over the last three years.
This indemnity, applicable in the event of forced departure (i.e. any departure
other than as a result of resignation or removal for serious misconduct,
except, in the case of resignation, if it is due to a change of control of the
Company within the meaning of Article L. 233-3 of the French Commercial Code)
or a change of strategy decided by the Board of Directors, was initially set by
the Board of Directors on 11th July 2017. It was then duly approved by the
shareholders at the 2018, 2019 and 2020 general meetings of the shareholders.
If the departure takes place less than three years after beginning of his
office, which is the case here since Mr. Eric Boustouller took up his duties on
11th October 2017, the annual objectives taken into account shall be those
applicable during his period of presence within Solocal Group. The Board of
Directors noted that the performance condition has been met by Mr. Eric
Boustouller. Thus, in view of the forced nature of his departure and his
decisive contribution to the company's strategy during his term of office, the
Board of Directors confirmed at its meeting of 2nd October 2020 the eligibility
of Mr. Eric Boustouller for the payment of this severance indemnity, which
amounts to a gross amount of EUR1,560,000.
Moreover, the payment of the aforementioned indemnity is subject to the waiver
by Mr. Eric Boustouller of any claim or recourse relating to the circumstances
and conditions of the termination of his office.
Benefits in kind
Mr. Eric Boustouller shall benefit from the portability of his health and
Mr. Eric Boustouller shall also benefit from the use of his company vehicle
until the end of 2020.
Mr. Eric Boustouller shall not benefit from any employment contract with any
entity of the Solocal Group. He has resigned from his other mandates within the
Solocal Group, with effect from 2 October 2020. Consequently, he shall not
benefit from any payments other than those mentioned above from any Solocal
Group entity upon the termination of his office as Managing Director of Solocal
Compensation of Mr. Pierre Danon as Chief Executive Officer
On 2nd October 2020, the Board of Directors of Solocal Group, on the
recommendation of the Compensation and Nominations Committee, stated the
financial terms applicable to Mr. Pierre Danon as Chief Executive Officer. Mr.
Danon shall maintain his annual remuneration of EUR150,000 as Chairman of the
Board of Directors (excluding the 25% reduction of this remuneration for the
2020 financial year relating to the containment period linked to the Covid-19
crisis) and shall, for the duration of the interim period, receive a
remuneration for his position as Managing Director of EUR150,000 per year, paid
in twelve equal monthly payments.
This fixed remuneration shall not be completed with benefits in kind or the
allocation of performance shares. In addition, Mr. Danon shall not receive any
severance pay and shall not be subject to a non-compete obligation at the end
of his term of office as Chief Executive Officer.
In addition, Mr. Danon receives an additional compensation as a member of the
ad hoc restructuring committee and the customer satisfaction committee of the
Board of Directors. The gross amount of this remuneration will be EUR20,000 for
the 2020 financial year.
The payment of this remuneration shall be subject to the prior approval of the
general meeting of the shareholders of Solocal Group.
Ordinary and extraordinary general meeting of the shareholders to be held on
27th November 2020
On 2nd October 2020, the Board of Directors also decided to convene a general
meeting of the shareholders of Solocal Group in order to decide, on an ordinary
basis, on the appointment of new board members, the remuneration policy
applicable to the Chief Executive Officer and to the board members and the
elements of remuneration paid to Mr. Eric Boustouller until 4th October 2020 in
respect of the financial year ending 31st December 2020 and, on an
extraordinary basis, on the authorization to be given to the Board of Directors
to grant free shares of the Company to employees or corporate officers of the
The date of this general meeting has been set for 27th November 2020. Due to
the Covid-19 crisis, it is specified that it will be a closed meeting.
A notice of the general meeting of the shareholders will be published shortly
in the "Bulletin des Annonces Légales Obligatoires".
Solocal - www.solocal.com
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