PARENT COMPANY >
DIRECTORS’ REPORT
282
| 2012 annual report prysmian group
On 14 April 2011, the Ordinary Shareholders’ Meeting of
Prysmian S.p.A. approved, pursuant to art. 114-bis of
Legislative Decree 58/98, a long-term incentive plan for
the period 2011-2013 for employees of the Prysmian Group,
including certain members of the Board of Directors of
Prysmian S.p.A., and granted the Board of Directors the
necessary authority to establish and execute the plan. The
plan’s purpose is to incentivise the process of integration
following Prysmian’s acquisition of the Draka Group, and is
conditional upon the achievement of performance targets, as
detailed in the specific information memorandum.
The plan originally involved the participation of 290(*)
employees of group companies in Italy and abroad viewed
as key resources, and divides them into three categories, to
whom the shares will be granted in the following proportions:
•
CEO
: to whom 7.70% of the rights to receive Prysmian S.p.A.
shares have been allotted.
•
Senior Management
: this category has 44 participants who
hold key positions within the Group (including the Directors
of Prysmian S.p.A. who hold the positions of
Chief Financial
Officer
, Energy Business Senior Vice President and
Chief
Strategic Officer
), to whom 41.64% of the total rights to
receive Prysmian shares have been allotted.
•
Executives
: this category has 245 participants who belong to
the various operating units and businesses around the world,
to whom 50.66% of the total rights to receive Prysmian
shares have been allotted.
The plan establishes that the number of options granted
will depend on the achievement of common business and
financial performance objectives for all the participants.
The plan establishes that the participants’ right to exercise
the allotted options depends on achievement of the Target
(being a minimum performance objective of at least Euro
1.75 billion in cumulative Adj. EBITDA for the Group in the
Long-term incentive plan 2011-2013
period 2011-2013, assuming the same group perimeter) as
well as continuation of a professional relationship with the
Group up until 31 December 2013. The plan also establishes
an upper limit for Adj. EBITDA as the Target plus 20% (ie.
Euro 2.1 billion), assuming the same group perimeter, that
will determine the exercisability of the maximum number of
options granted to and exercisable by each participant.
Access to the plan has been made conditional upon each
participant’s acceptance that part of their annual bonus will
be co-invested, if achieved and payable in relation to financial
years 2011 and 2012.
The allotted options carry the right to receive or subscribe
to ordinary shares in Prysmian S.p.A., the Parent Company.
These shares may partly comprise treasury shares and partly
new issue shares, obtained through a capital increase that
excludes pre-emptive rights under art. 2441, par. 8 of the
Italian Civil Code. Such a capital increase, involving the issue
of up to 2,131,500 new ordinary shares of nominal value
Euro 0.10 each, for a maximum amount of Euro 213,150, was
approved by the shareholders in the extraordinary session
of their meeting on 14 April 2011. The shares obtained from
the Company’s holding of treasury shares will be allotted for
zero consideration, while the shares obtained from the above
capital increase will be allotted to participants upon payment
of an exercise price corresponding to the nominal value of the
Company’s shares.
The information memorandum, prepared under art. 114-bis
of Legislative Decree 58/98 and describing the characteristics
of the above incentive plan, is publicly available on the
Company’s website at
/,
from its registered offices and from Borsa Italiana S.p.A..
More details about incentive plans can be found in Note 15 to
the Parent Company Financial Statements.
(*)
Following movements since the plan’s issue, the number of plan participants amounted to 276 at 31 December 2012. The number of employees of Prysmian
S.p.A. participating in the above plan at the time of its issue was 45, but 44 as at 31 December 2012.
