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INCENTIVE PLANS
Stock option plan 2007-2012
On 30 November 2006, the Extraordinary Shareholders’
Meeting of the Company approved an incentive scheme based
on stock options (“the Plan”), reserved for employees of
Prysmian Group companies, together with the Regulations
governing its operation.
At the same time, the Shareholders’ Meeting approved a
share capital increase against payment, to be carried out in
one or more separate stages, for the purposes of the above
Plan, up to a maximum amount of Euro 310,000.00.
In compliance with the terms of the Plan Regulations,
options were granted free of charge to 99 employees of the
Company and other Prysmian Group companies to subscribe
to 2,963,250 of the Company’s ordinary shares.
Each option carries the right to subscribe to one share of
nominal value Euro 0.10, at a price of Euro 4.65 per share.
The unit price was determined by the Company’s Board of
Directors on the basis of the market value of the issuer’s
share capital at the date of the Plan’s approval by the
Company’s Board of Directors. The value was determined on
the basis of the issuer’s economic and financial results at 30
September 2006 and took account of (i) the dilution produced
by the grant of the options themselves, as well as (ii) the
illiquidity of the presumed market value of the issuer’s share
capital at that date.
The purpose of adopting the stock option plan was to align
the interests of beneficiaries with the growth in shareholders’
wealth.
At 31 December 2012, there were 19 Plan beneficiaries, all of
whom employees of the Company and the Prysmian Group.
This figure takes account of those persons identified by
the Extraordinary Shareholders’ Meeting of 30 November
2006 (“Original Beneficiaries”), those Original Beneficiaries
whose options have lapsed and Pier Francesco Facchini, the
Director and Chief Financial Officer, identified by the Board
of Directors on 16 January 2007 as an additional beneficiary
of the Plan. A total of 115,300 options were exercised during
2012, involving the issue of a corresponding number of new
ordinary shares of the Company, and leaving 82,937 options
still outstanding at 31 December 2012.
In accordance with the Plan Regulations, no further options
can be granted because 31 January 2007 was the final date set
by the Extraordinary Shareholders’ Meeting of 30 November
2006 by which the Board of Directors could identify additional
Plan beneficiaries to the Original Beneficiaries.
The options have vested in four equal annual instalments on
the anniversary of their grant date; the last vesting date was 4
December 2010.
Vested options can only be exercised during the so-called
“Exercise periods” following the respective vesting date.
Under the Plan Regulations, “Exercise period” is defined
as each period of thirty days starting from the day after
publication of the press release informing the public of the
Board’s approval of the Prysmian S.p.A. annual financial
statements or half-yearly financial report.
On 15 April 2010, the Shareholders’ Meeting of Prysmian
S.p.A. approved an amendment to the Plan, with the
introduction of four new option exercise periods, solely for
beneficiaries still in the Group’s employment.
Vested options will therefore be exercisable until the thirtieth
day after publicly announcing the Board’s approval of the
Company’s annual financial statements for 2012 (the original
option expiry date was 30 days after the Board’s approval of
the annual financial statements for 2010).
For further information regarding the Plan, please refer to
the information memoranda prepared under art. 84-bis of
the Consob Issuer Regulations, which can be found on the
Company’s website
under Investor
relations/Corporate governance.
